Form 8-K

8-K — Prologis, L.P.

Accession: 0001104659-26-049048

Filed: 2026-04-27

Period: 2026-04-20

CIK: 0001045610

SIC: 6500 (REAL ESTATE)

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2611977d8_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2611977d8_ex1-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2611977d8_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2611977d8_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2611977d8_ex5-1.htm)

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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):

April 20, 2026

PROLOGIS,

INC.

PROLOGIS,

L.P.

(Exact name of registrant

as specified in charter)

Maryland

(Prologis, Inc.)

001-13545

(Prologis, Inc.)

94-3281941

(Prologis, Inc.)

Delaware

(Prologis, L.P.)

001-14245

(Prologis, L.P.)

94-3285362

(Prologis, L.P.)

(State

or other jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S.

Employer Identification

No.)

Pier

1, Bay

1, San

Francisco, California

94111

(Address

of Principal Executive Offices)

(Zip

Code)

Registrants’ Telephone Number, including

Area Code: (415) 394-9000

N/A

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title

of Each Class

Trading

Symbol(s)

Name of Each Exchange on Which

Registered

Prologis, Inc.

Common Stock, $0.01 par value

PLD

New York Stock Exchange

Prologis, L.P.

2.250% Notes due 2029

PLD/29

New York Stock Exchange

Prologis, L.P.

5.625% Notes due 2040

PLD/40

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Co-Registrant CIK

0001045610

Co-Registrant Amendment Flag

false

Co-Registrant Form Type

8-K

Co-Registrant DocumentPeriodEndDate

2026-04-20

Co-Registrant Written Communications

false

Co-Registrant Solicitating Materials

false

Co-Registrant PreCommencement Tender Offer

false

Co-Registrant PreCommencement Issuer Tender Offer

false

Co-Registrant Entity Emerging Growth Company

false

Co-Registrant AddressLine1

Pier 1

Co-Registrant AddressLine2

Bay 1

Co-Registrant City

San Francisco

Co-Registrant State

California

Co-Registrant ZipCode

94111

Co-Registrant CityAreaCode

415

Co-Registrant LocalPhoneNumber

394-9000

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 it will close the issuance and sale of the Notes (defined below) on April 27, 2026. The information under Item 8.01 is incorporated

herein by reference.

Item 8.01 Other Events.

On April 20, 2026, the Operating Partnership priced

an offering of C$850,000,000 aggregate principal amount of its 4.250% Notes due 2034 (the “Notes”). In connection with the

offering, the Operating Partnership entered into an Underwriting Agreement, dated April 20, 2026 (the “Underwriting Agreement”),

with Scotia Capital Inc. and TD Securities Inc., as the underwriters (the “Underwriters”), pursuant to which the Operating

Partnership 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 as of June 8, 2011 (the “Base Indenture”), among Prologis, Inc. (the “Parent”), the Operating Partnership

and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, as supplemented

by the fifth supplemental indenture, dated as of August 15, 2013 and the ninth supplemental indenture, dated as of November 3, 2022

(the Base Indenture, as supplemented by the fifth supplemental indenture and ninth supplemental indenture, the “Indenture”)

and an Officers’ Certificate, dated April 27, 2026, establishing the term of the Notes, a copy of which has been filed as an exhibit

to this Current Report and is incorporated herein by reference.

The net proceeds to the Operating Partnership from

the sale of the Notes, after the Underwriters’ discount and offering expenses, are estimated to be approximately C$839.9 million.

The Operating Partnership intends to use the net proceeds of the offering for

general corporate purposes, which may include the repayment of borrowings under its global lines of credit, a Canadian dollar term loan

and possibly other debt.

The Notes will bear interest at a rate

of 4.250% per annum and mature on May 15, 2034.

The Notes will be senior unsecured obligations of the Operating Partnership.

At any time prior to February 15, 2034 (the “Par

Call Date”), the Notes will be redeemable in whole at any time or in part from time to time, at the option of the Operating Partnership,

at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the

present values of the remaining scheduled payments of interest (not including any portion of the payments of interest accrued as of the

date of redemption) and principal on the Notes to be redeemed from the redemption date to the Par Call Date using as a discount rate the

sum of the Government of Canada Yield Rate plus 25.5 basis points. In addition, on or after the Par Call Date, the Notes will be redeemable

in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to 100% of

the principal amount of the Notes to be redeemed. In each case, accrued and unpaid interest, if any, will be paid on the Notes 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. 333-289636) that the Operating Partnership, the Parent and certain of their wholly-owned subsidiaries filed with the

Securities and Exchange Commission (the “SEC”) relating to the public offering from time to time of securities of the Operating

Partnership, the Parent and certain of their wholly-owned subsidiaries pursuant to Rule 415 of the Securities Act of 1933, as amended.

In connection with filing with the SEC a definitive prospectus supplement, dated April 20, 2026, and base prospectus, dated August 15,

2025, relating to the public offering of the Notes, the Operating Partnership is filing the Underwriting Agreement, the form of the Notes

and certain other exhibits with this Current Report on Form 8-K as exhibits 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.

Exhibit No.

Description

1.1

Underwriting Agreement, dated April 20, 2026, between Prologis, L.P., Scotia Capital Inc. and TD Securities Inc.

4.1

Form of Officers’ Certificate related to the 4.250% Notes due 2034.

4.2

PROLOGIS, L.P. 4.250% NOTE DUE 2034.

5.1

Opinion of Mayer Brown LLP.

23.1

Consent of Mayer Brown LLP (included in Exhibit 5.1).

104

Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document.

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.

PROLOGIS, INC.

By:

/s/ David Malinger

Date: April 27, 2026

Name:

David Malinger

Title:

Senior Vice President and Assistant Secretary

PROLOGIS, L.P.

By: Prologis, Inc.,

its General Partner

By:

/s/ David Malinger

Date: April 27, 2026

Name:

David Malinger

Title:

Senior

Vice President and Assistant Secretary

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2611977d8_ex1-1.htm · Sequence: 2

Exhibit 1.1

Execution

Version

PROLOGIS, L.P., as Issuer

C$850,000,000 4.250% Notes due 2034

Underwriting

Agreement

Dated April 20, 2026

Scotia Capital Inc.

TD Securities Inc.

Prologis, L.P.

Underwriting Agreement

April 20, 2026

Scotia Capital Inc.

40 Temperance Street, 4th Floor

Toronto, ON M5H 0B4

TD Securities Inc.

TD Tower

66 Wellington Street West, 9th Floor

Toronto, ON M5K 1A2

Ladies and Gentlemen:

Introductory.

Prologis, L.P., a Delaware limited partnership (the “Issuer”), proposes to issue and sell to the several underwriters

named in Schedule A hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter

provided in Section 10 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of C$850,000,000

aggregate principal amount of the Issuer’s 4.250% Notes due 2034 (the “Securities”). Scotia Capital Inc. and

TD Securities Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”)

in connection with the offering and sale of the Securities.

The Securities will be issued

pursuant to an indenture, dated as of June 8, 2011 (the “Base Indenture”), among the Issuer, Prologis, Inc.,

a Maryland corporation, as the parent company of the Issuer (“Prologis”), and U.S. Bank Trust Company, National Association,

as trustee, as successor to U.S. Bank National Association (the “Trustee”), as supplemented by the fifth supplemental

indenture, dated as of August 15, 2013 (the “Fifth Supplemental Indenture”), as supplemented by the ninth supplemental

indenture, dated as of November 3, 2022 (the “Ninth Supplemental Indenture” and, together with the Base Indenture

and the Fifth Supplemental Indenture, the “Indenture”), providing for the issuance of debt securities in one or more

series. The Securities will be issued in book-entry form and registered in the name of CDS & Co., as nominee of CDS Clearing

and Depository Services Inc. (the “CDS”).

Prologis and the Issuer have

prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement

on Form S-3 (File No. 333-289636), including any amendments thereto, which contains a base prospectus, dated August 15,

2025 (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities and guarantees,

including the Securities, debt securities of the Issuer, Prologis Euro Finance LLC, Prologis Sterling Finance LLC and Prologis Yen Finance

LLC and other securities of Prologis under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder

(collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under

the Securities Act. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the

form in which it became effective under the Securities Act, including the documents incorporated by reference therein, and any required

information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act is called the

“Registration Statement.” The term “Prospectus” shall mean the final prospectus supplement relating

to the Securities, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) after the date and time that

this Agreement is executed and delivered by the parties hereto. The term “Preliminary Prospectus” shall mean the most

recent preliminary prospectus supplement relating to the Securities, together with the Base Prospectus, that is distributed to investors

prior to the Initial Sale Time (as defined below) and filed with the Commission pursuant to Rule 424(b). Any reference herein to

the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents that are

or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act prior to 6:05 p.m. (New

York City time) on April 20, 2026 (the “Initial Sale Time”). All references in this Agreement to the Registration

Statement, the Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy

thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).

References to “Canadian

Securities Laws” shall mean all applicable securities laws in each of the provinces and territories of Canada, and the respective

regulations and rules under such laws together with applicable published rules, policy statements, blanket rulings and orders, instruments,

rulings and notices of the regulatory authorities in such provinces or territories. The Issuer has prepared a preliminary Canadian offering

memorandum dated April 20, 2026 relating to the Securities (the “Preliminary Canadian Offering Memorandum”), and

the Issuer agrees to prepare a Canadian offering memorandum dated April 20, 2026 relating to the Securities (the “Canadian

Offering Memorandum”).

All references in this Agreement

to financial statements and schedules and other information which is “disclosed,” “contained,” “included”

or “stated” (or other references of like import) in the Registration Statement, Preliminary Prospectus, Prospectus, Preliminary

Canadian Offering Memorandum or Canadian Offering Memorandum shall be deemed to mean and include all such financial statements and schedules

and other information which is or is deemed to be incorporated by reference in the Registration Statement, Preliminary Prospectus, Prospectus,

Preliminary Canadian Offering Memorandum or Canadian Offering Memorandum, as the case may be, prior to the Initial Sale Time; and all

references in this Agreement to amendments or supplements to the Registration Statement, Preliminary Prospectus, Prospectus, Preliminary

Canadian Offering Memorandum or Canadian Offering Memorandum shall be deemed to include the filing of any document under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), which is or is deemed to be incorporated by reference in the

Registration Statement, Preliminary Prospectus, Prospectus, Preliminary Canadian Offering Memorandum or Canadian Offering Memorandum,

as the case may be, after the Initial Sale Time.

The Issuer hereby confirms

its agreements with the several Underwriters as follows:

Section 1.

Representations and Warranties. The Issuer, hereby represents, warrants and covenants to each Underwriter as of the date hereof,

as of the Initial Sale Time and as of the Closing Date (in each case, a “Representation Date”), as follows:

(a)           Compliance

with Registration Requirements. Prologis and the Issuer meet the requirements for use of Form S-3 under the Securities Act. The

Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration

Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the

knowledge of the Issuer, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional

or supplemental information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of

1939, as amended (the “Trust Indenture Act”).

At the respective times the

Registration Statement and any post-effective amendments thereto (including the filing of Prologis’ and the Issuer’s most

recent jointly-filed Annual Report on Form 10-K with the Commission (the “Annual Report on Form 10-K”)) became

effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in

all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder (the

“Securities Act Regulations”) and the Trust Indenture Act and the rules and regulations of the Commission thereunder,

and (ii) did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary to make the statements therein not misleading, or contain a “misrepresentation” as defined under applicable

Canadian Securities Laws. At the date of the Prospectus and the Canadian Offering Memorandum and at the Closing Date, neither the Prospectus

nor the Canadian Offering Memorandum nor any amendments or supplements thereto included or will include an untrue statement of a material

fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading, or contain a “misrepresentation” as defined under applicable Canadian Securities

Laws. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the

Registration Statement which constitutes the Statement of Eligibility on Form T-1 of the Trustee under the Trust Indenture Act (the

“Form T-1”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment

or the Prospectus or the Canadian Offering Memorandum or any amendments or supplements thereto, made in reliance upon and in conformity

with information furnished to the Issuer in writing by any Underwriter through the Representatives expressly for use therein, it being

understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof

(the “Underwriter Information”).

Each preliminary prospectus

and prospectus filed as part of the Registration Statement, as originally filed or as part of any amendment thereto, or filed pursuant

to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act Regulations and the

Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Securities will,

at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,

except to the extent permitted by Regulation S-T.

(b)           Disclosure

Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus, (ii) the Preliminary

Canadian Offering Memorandum, (iii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each,

an “Issuer Free Writing Prospectus”), if any, identified in Annex I hereto and (iv) any other Issuer Free Writing

Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial

Sale Time, (i) the Disclosure Package did not, and (ii) each Issuer Free Writing Prospectus listed in Annex II hereof, taken

together with the Disclosure Package, did not, contain any untrue statement of a material fact or omit to state any material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or contain a “misrepresentation”

as defined under applicable Canadian Securities Laws. The preceding sentence does not apply to statements in or omissions from the Disclosure

Package based upon and in conformity with any Underwriter Information.

Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus,

the Prospectus, the Preliminary Canadian Offering Memorandum or the Canadian Offering Memorandum (i) at the time they were or hereafter

are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the rules and

regulations of the Commission thereunder (the “Exchange Act Regulations”) and (ii) when read together with the

other information in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus

and the Canadian Offering Memorandum, at the date of the Prospectus and the Canadian Offering Memorandum and at the Closing Date, did

not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading, or contain a “misrepresentation” as

defined under applicable Canadian Securities Laws.

(d)           Prologis

and the Issuer are each a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the

time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether

such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or

form of prospectus), (iii) at the time the Issuer or any person acting on the Issuer’s behalf (within the meaning, for this

clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities in reliance on the exemption of

Rule 163 of the Securities Act, and (iv) as of the date hereof (the “Execution Time”), each of Prologis and

the Issuer was and is a “well known seasoned issuer” as defined in Rule 405 of the Securities Act. The Registration Statement

is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, that initially became effective

within three years of the Execution Time; neither Prologis nor the Issuer has received from the Commission any notice pursuant to Rule 401(g)(2) of

the Securities Act objecting to use of the automatic shelf registration statement form; and neither Prologis nor the Issuer has otherwise

ceased to be eligible to use the automatic shelf registration statement form.

(e)           The

Issuer is not an Ineligible Issuer. (i) At the earliest time after the filing of the Registration Statement when a bona fide

offer (as used in Rule 164(h)(2) of the Securities Act Regulations) of the Securities is first made by the Issuer or any other

offering participant, and (ii) as of the Execution Time, the Issuer was or is not an Ineligible Issuer (as defined in Rule 405

of the Securities Act).

(f)            Issuer

Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion

of the public offer and sale of the Securities or until any earlier date of which the Issuer notified or notifies the Representatives,

did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the

Registration Statement, the Preliminary Prospectus, the Prospectus, the Preliminary Canadian Offering Memorandum or the Canadian Offering

Memorandum, including any document incorporated by reference therein that has not been superseded or modified. The foregoing sentence

does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with any Underwriter

Information.

(g)           Distribution

of Offering Material by the Issuer. The Issuer has not distributed, and will not distribute, prior to the later of the Closing Date,

and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and

sale of the Securities other than the Preliminary Prospectus, the Prospectus, the Preliminary Canadian Offering Memorandum, the Canadian

Offering Memorandum and any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and identified in Annex I

and Annex II hereto.

(h)           The

Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Issuer.

(i)            Authorization

of the Base Indenture and Certain Supplemental Indentures. Each of the Base Indenture, the Fifth Supplemental Indenture and the Ninth

Supplemental Indenture have been duly authorized, executed and delivered by each of Prologis and the Issuer and constitutes a valid and

binding agreement of Prologis and the Issuer, enforceable against each of Prologis and the Issuer in accordance with its terms, except

as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar

laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(j)            Authorization

of the Securities. The Securities to be purchased by the Underwriters from the Issuer are in the form contemplated by the Indenture,

have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been

duly executed by the Issuer and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase

price therefor, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms,

except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar

laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits

of the Indenture.

(k)           [Reserved].

(l)            Description

of the Securities and the Indenture. The Securities and the Indenture conform in all material respects to the descriptions thereof

contained in the Disclosure Package, the Prospectus and the Canadian Offering Memorandum.

(m)          No

Material Adverse Change. Except as otherwise disclosed in the Disclosure Package, the Prospectus and the Canadian Offering Memorandum,

subsequent to the respective dates as of which information is given in the Disclosure Package, the Prospectus and the Canadian Offering

Memorandum: (i) there has been no material adverse change, or any development involving Prologis or its subsidiaries, the Issuer

or the subsidiaries of the Issuer that could reasonably be expected to result in a material adverse change, in the condition, financial

or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of

business of the Issuer and its consolidated subsidiaries, considered as one entity (any such change is called a “Material Adverse

Change”); (ii) the Issuer and the subsidiaries of the Issuer, considered as one entity, have not incurred any material

liability or obligation, indirect, direct or contingent, not in the ordinary course of business or entered into any material transaction

or agreement not in the ordinary course of business; and (iii) except for regular quarterly dividends on the common stock or shares

or preferred stock or shares in amounts per share that are consistent with past practice, there has been no dividend or distribution of

any kind declared, paid or made by the Issuer or, except for dividends paid to the Issuer or subsidiaries of the Issuer, any subsidiaries

of the Issuer on any class of capital stock or shares or repurchase or redemption by the Issuer or any of the subsidiaries of the Issuer

of any class of capital stock or shares.

(n)           Independent

Accountants. KPMG LLP, who have expressed their opinion with respect to the audited financial statements of (1) Prologis and

its consolidated subsidiaries and (2) the Issuer and its consolidated subsidiaries, in each case as of December 31, 2025 and

2024 and for the fiscal years ended December 31, 2025, 2024 and 2023, all incorporated by reference in the Registration Statement,

the Preliminary Prospectus, the Prospectus, the Preliminary Canadian Offering Memorandum and the Canadian Offering Memorandum, are independent

public or certified public accountants within the meaning of Regulation S-X under the Securities Act and the Exchange Act and a registered

public accounting firm within the meaning of the Sarbanes-Oxley Act of 2002, as amended.

(o)           Preparation

of the Financial Statements. The consolidated financial statements of Prologis and the Issuer, together with the related notes thereto

and related schedules incorporated by reference in the Registration Statement, the Preliminary Prospectus, the Prospectus, the Preliminary

Canadian Offering Memorandum and the Canadian Offering Memorandum, present fairly the consolidated financial position of Prologis, or

the consolidated financial position of the Issuer, as applicable, as of and at the dates indicated and the results of their respective

operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity

with generally accepted accounting principles as applied in the United States and applied on a consistent basis throughout the periods

involved, except as may be expressly stated in the related notes thereto. The summary financial information included in the Preliminary

Prospectus, the Prospectus, the Preliminary Canadian Offering Memorandum and the Canadian Offering Memorandum present fairly in all material

respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated

by reference in the Registration Statement, the Preliminary Prospectus, the Prospectus, the Preliminary Canadian Offering Memorandum and

the Canadian Offering Memorandum. No other financial statements or supporting schedules are required to be included or incorporated by

reference in the Registration Statement.

(p)           [Reserved].

(q)           Organization

and Good Standing of the Issuer. The Issuer has been duly formed and is validly existing as a limited partnership in good standing

under the laws of the State of Delaware, with partnership power and authority to own, lease and operate its properties, to conduct the

business in which it is engaged or proposes to engage as described in the Disclosure Package, the Prospectus and the Canadian Offering

Memorandum and to enter into and perform its obligations under this Agreement, the Indenture and the Securities. The Issuer is duly qualified

to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership

or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing

would not, individually or in the aggregate, result in a Material Adverse Change. Prologis is the sole general partner of the Issuer and

owns the percentage interest in the Issuer as set forth or incorporated by reference in the Disclosure Package, the Prospectus and the

Canadian Offering Memorandum.

(r)            Incorporation

and Good Standing of Significant Subsidiaries. Each subsidiary and joint venture of the Issuer listed on Schedule B hereto (collectively,

the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, and is validly existing

as a corporation, trust, partnership, limited liability company or other entity, as the case may be, and (except as to any general partnership)

in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the power (corporate

or other) and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package, the

Prospectus and the Canadian Offering Memorandum. Each Significant Subsidiary is duly qualified as a foreign corporation, trust, partnership,

limited liability company or other entity to transact business and is in good standing in each jurisdiction in which such qualification

is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where

the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change.

All of the issued and outstanding capital stock and other equity interests of each Significant Subsidiary have been duly authorized and

validly issued, and are fully paid and (except for general partnership interests and directors’ qualifying shares) non-assessable;

and all shares of outstanding capital stock and other equity interests of each Significant Subsidiary held by the Issuer, directly or

through subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except for the

pledge of such capital stock or other interests to secure borrowings of the Issuer or one of its wholly owned subsidiaries.

(s)           Capital

Stock Matters. All of the issued and outstanding shares of capital stock of Prologis have been duly authorized and validly issued,

are fully paid and non-assessable and have been issued in compliance with federal and state securities laws.

(t)            Capitalization.

The Issuer has an authorized capitalization as set forth in the Disclosure Package, the Prospectus and the Canadian Offering Memorandum

under the heading “Capitalization”; there are no outstanding options to purchase, or any rights or warrants to subscribe for,

or any securities or obligations convertible into, or any contracts or commitments to issue or sell, any shares of common stock, any shares

of capital stock of any subsidiary, or any such warrants, convertible securities or obligations, except as set forth in the Disclosure

Package, the Prospectus and the Canadian Offering Memorandum and except for options granted under, or contracts or commitments pursuant

to, the previous or currently existing option and other similar officer, director, trustee or employee benefit plans of the Issuer or

any of the subsidiaries of the Issuer; and there are no contracts, commitments, agreements, arrangements, understandings or undertakings

of any kind to which the Issuer is a party, or by which either of them is bound, granting to any person the right to require Prologis

or the Issuer to file a registration statement under the Securities Act with respect to any securities of the Issuer or requiring the

Issuer to include such securities with the Securities registered pursuant to any registration statement, except as set forth in the Disclosure

Package, the Prospectus and the Canadian Offering Memorandum.

(u)           Partnership

Units of the Issuer. All of the issued and outstanding partnership units of the Issuer (the “Units”) have been

duly and validly authorized and issued and conform to the description thereof contained or incorporated by reference in the Disclosure

Package, the Prospectus and the Canadian Offering Memorandum. The Units owned by Prologis are owned directly by Prologis, free and clear

of any security interest, mortgage, pledge, lien, encumbrance or claim.

(v)           Non-Contravention

of Existing Instruments; No Further Authorizations or Approvals Required. None of the Issuer nor any of the subsidiaries of the Issuer

is in violation of its charter or by-laws or other similar constitutive documents, except, in the case of subsidiaries of the Issuer,

for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. None of Prologis, the Issuer

nor any of the subsidiaries of the Issuer is in default (or, with the giving of notice or lapse of time or both, would be in default)

(“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument

to which Prologis, the Issuer or any of the subsidiaries of the Issuer is a party or by which it or any of them may be bound, or to which

any of the property or assets of Prologis, the Issuer or any of the subsidiaries of the Issuer is subject (each, an “Existing

Instrument”), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change.

The Issuer’s execution, delivery and performance of this Agreement and the Indenture, and the respective execution, issuance and

delivery of the Securities, the consummation of the transactions contemplated hereby, by the Indenture and by the Disclosure Package,

the Prospectus and the Canadian Offering Memorandum (i) have been duly authorized by all necessary corporate or other action, as

the case may be, and will not result in any violation of the provisions of the charter or by-laws or other similar constitutive documents

of the Issuer or any of the subsidiaries of the Issuer, except, in the case of subsidiaries of the Issuer that are not Significant Subsidiaries,

for such violations as would not, individually or in the aggregate, materially adversely affect the Issuer’s ability to consummate

the transactions contemplated by this Agreement or the Indenture, (ii) will not conflict with or constitute a breach of, or Default

under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Issuer or any of

the subsidiaries of the Issuer pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts,

breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change

or materially adversely affect the Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture

and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to

the Issuer or any of the subsidiaries of the Issuer, except for such violation as would not, individually or in the aggregate, result

in a Material Adverse Change or materially adversely affect the Issuer’s ability to consummate the transactions contemplated by

this Agreement or the Indenture. No consent, approval, authorization or other order of, or registration or filing with, any court or other

governmental or regulatory authority or agency, is required for the Issuer’s execution, delivery and performance of this Agreement

or the Indenture, or the execution, issuance and delivery of the Securities or the consummation of the transactions contemplated hereby

or thereby and by the Disclosure Package, the Prospectus and the Canadian Offering Memorandum, except such as have been obtained or made

by the Issuer and are in full force and effect under the Securities Act, the Trust Indenture Act and applicable state securities or blue

sky laws and from the Financial Industry Regulatory Authority (“FINRA”) or the failure of which to obtain would not

have a material adverse effect on the consummation of the transactions contemplated by this Agreement or the Indenture and except as may

be required under applicable Canadian Securities Laws in connection with the purchase and resale of the Securities and the filing of a

report of exempt distribution under National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) with

payment of applicable filing fees to, and if applicable, delivery of the Canadian Offering Memorandum with (as applicable), the securities

regulatory authority in each jurisdiction of Canada in which sales of the Securities are made and such delivery is required.

(w)          No

Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package, the Prospectus and the Canadian Offering

Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Issuer’s knowledge,

threatened (i) against or affecting the Issuer or any of the subsidiaries of the Issuer, (ii) which has as the subject thereof

any officer, director of, or property owned or leased by, the Issuer or any of the subsidiaries of the Issuer or (iii) relating to

environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding

might be determined adversely to the Issuer or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely,

would reasonably be expected to result in a Material Adverse Change or materially adversely affect the consummation of the transactions

contemplated by this Agreement or the Indenture.

(x)           Labor

Matters. No material labor dispute with the employees of the Issuer or any of the subsidiaries of the Issuer exists or, to the best

of the Issuer’s knowledge, is threatened or imminent, except for such disputes as would not, individually or in the aggregate, result

in a Material Adverse Change.

(y)           Intellectual

Property Rights. The Issuer and the subsidiaries of the Issuer own or possess sufficient trademarks, trade names, patent rights, copyrights,

domain names, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”)

reasonably necessary to conduct their businesses as now conducted, except as would not result in a Material Adverse Change; and the expected

expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change. None of the Issuer nor any of the

subsidiaries of the Issuer has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which

infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Change. The Issuer is not a party

to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that

are required to be set forth in the Registration Statement, the Preliminary Prospectus, the Prospectus, the Preliminary Canadian Offering

Memorandum or the Canadian Offering Memorandum, and that are not described in all material respects in such documents. None of the technology

employed by the Issuer has been obtained or is being used by the Issuer in violation of any contractual obligation binding on the Issuer

or, to the knowledge of the Issuer, any of its officers, directors or employees or otherwise in violation of the rights of any persons,

except for such violations as would not, individually or in the aggregate, result in a Material Adverse Change.

(z)            All

Necessary Permits, etc. The Issuer and each of the subsidiaries of the Issuer possess such valid and current certificates, authorizations,

permits, licenses, approvals, consents and other authorizations issued by the appropriate state, federal or foreign regulatory agencies

or bodies necessary to conduct their respective businesses, except for such certificates, authorizations, permits, licenses, approvals,

consents and other authorizations as would not, individually or in the aggregate, result in a Material Adverse Change, and none of the

Issuer nor any of the subsidiaries of the Issuer has received any notice of proceedings relating to the revocation or modification of,

or non-compliance with, any such certificate, authorization, permit, license, approval, consent or other authorization which, singly or

in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

(aa)         Title

to Properties. Except as otherwise disclosed in the Disclosure Package, the Prospectus and the Canadian Offering Memorandum, the Issuer

and each of the subsidiaries of the Issuer has good and marketable title to all the properties and assets reflected as owned in the financial

statements referred to in Section 1(o) above (or elsewhere in the Disclosure Package, the Prospectus and the Canadian Offering

Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects,

except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or

proposed to be made of such property by the Issuer or such subsidiary. The real property, improvements, equipment and personal property

held under lease by the Issuer or any of the subsidiaries of the Issuer are held under valid and enforceable leases, with such exceptions

as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment

or personal property by the Issuer or the subsidiaries of the Issuer.

(bb)        Tax

Law Compliance. The Issuer and the subsidiaries of the Issuer have filed all material federal, state and foreign income and franchise

tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable,

any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate

proceedings. Each of Prologis and the Issuer has made adequate charges, accruals and reserves in the applicable financial statements referred

to in Section 1(o) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which

the tax liability of the Issuer or any of the subsidiaries of the Issuer has not been finally determined. With respect to all tax periods

in respect of which the Internal Revenue Service is or will be entitled to any claim, Prologis has met the requirements for qualification

as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, and the regulations

and published interpretations thereunder (the “Internal Revenue Code”) and Prologis’ present and contemplated

organizational ownership, method of operation, assets and income are such that Prologis will continue to meet such requirements.

(cc)         The

Issuer is not an “Investment Company.” The Issuer is not, and after receipt of payment for the Securities and the application

of the proceeds as described in the Disclosure Package, the Prospectus and the Canadian Offering Memorandum under “Use of Proceeds,”

will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

(dd)         Insurance.

The Issuer and the subsidiaries of the Issuer taken as a whole carry or are covered by insurance in such amounts covering such risks as

are generally deemed adequate and customary for their businesses. The Issuer has no reason to believe that it or any of the subsidiaries

of the Issuer will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain

comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost

that would not result in a Material Adverse Change.

(ee)         No

Price Stabilization or Manipulation. The Issuer has not taken and will not take, directly or indirectly, any action designed to or

that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Issuer to facilitate

the sale or resale of the Securities.

(ff)          Foreign

Corrupt Practices. None of Prologis, the Issuer nor any of their respective subsidiaries nor, to the knowledge of the Issuer, any

director, officer, agent, employee or affiliate of Prologis, the Issuer or any of the subsidiaries of the Issuer is aware of or has taken

any action, directly or indirectly, that would result in a violation by such persons of (i) the Foreign Corrupt Practices Act of

1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making

use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay

or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of

value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or

any candidate for foreign political office, in contravention of the FCPA or (ii) the Bribery Act 2010, as amended, of the United

Kingdom; and Prologis, the Issuer, the subsidiaries of the Issuer and, to the knowledge of the Issuer, their respective affiliates have

conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures reasonably designed to

ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(gg)        Money

Laundering. The operations of Prologis, the Issuer and their respective subsidiaries are and have been conducted at all times in compliance

with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations

thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,

the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority

or body or any arbitrator involving Prologis, the Issuer or any of the subsidiaries of the Issuer with respect to the Money Laundering

Laws is pending or, to the best knowledge of the Issuer, threatened.

(hh)        OFAC.

Neither Prologis, the Issuer nor any of their respective subsidiaries nor, to the knowledge of the Issuer, any director, officer, agent,

employee or affiliate of Prologis, the Issuer or any of the subsidiaries of the Issuer is currently subject to any sanctions administered

by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and Prologis and the Issuer will

not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, to any subsidiary,

joint venture partner or other person or entity for the purpose of financing the activities of any person currently subject to any U.S.

sanctions administered by OFAC.

(ii)           Compliance

with Environmental Laws. Except as would not, individually or in the aggregate, result in a Material Adverse Change, (i) none

of the Issuer nor any of the subsidiaries of the Issuer is in violation of any federal, state, local or foreign law or regulation relating

to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater,

land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges,

releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and

petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture,

processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively,

“Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental

authorizations required for the operation of the business of the Issuer or the subsidiaries of the Issuer under applicable Environmental

Laws, or noncompliance with the terms and conditions thereof, nor has any of the Issuer or the subsidiaries of the Issuer received any

written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Issuer or any

of the subsidiaries of the Issuer is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed

with a court or governmental authority with respect to which the Issuer or any of the subsidiaries of the Issuer has received written

notice, no investigation with respect to which the Issuer has received written notice, and no written notice by any person or entity alleging

potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages,

personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment,

of any Material of Environmental Concern at any location owned, leased or operated by the Issuer or any of the subsidiaries of the Issuer,

now or in the past (collectively, “Environmental Claims”), pending or, to the best of the Issuer’s knowledge,

threatened against the Issuer or any of the subsidiaries of the Issuer or any person or entity whose liability for any Environmental Claim

the Issuer or any of the subsidiaries of the Issuer has retained or assumed either contractually or by operation of law; and (iii) to

the best of the Issuer’s knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents,

including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably

could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Issuer or any of

the subsidiaries of the Issuer or against any person or entity whose liability for any Environmental Claim the Issuer or any of the subsidiaries

of the Issuer has retained or assumed either contractually or by operation of law.

(jj)           ERISA

Compliance. The Issuer and the subsidiaries of the Issuer and any “employee benefit plan” (as defined in Section 3(3) of

the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively,

“ERISA”)) established or maintained by the Issuer and the subsidiaries of the Issuer or their “ERISA Affiliates”

(as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to

any person or any subsidiary of such person, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of

the Internal Revenue Code, of which such person or such subsidiary is a member. No “reportable event” (as defined under ERISA)

has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the

Issuer and the subsidiaries of the Issuer or any of their ERISA Affiliates. No “employee benefit plan” established or maintained

by the Issuer, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have

any “amount of unfunded benefit liabilities” (as defined under ERISA). None of the Issuer or any of the subsidiaries of the

Issuer nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with

respect to termination of, or withdrawal from, any “employee benefit plan,” (ii) Sections 412, 4971 or 4975 of the Internal

Revenue Code, or (iii) Section 4980B of the Internal Revenue Code with respect to the excise tax imposed thereunder. Each “employee

benefit plan” established or maintained by the Issuer or any of the subsidiaries of the Issuer or any of their ERISA Affiliates

that is intended to be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter

from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which is reasonably likely to cause disqualification

of any such employee benefit plan under Section 401(a) of the Internal Revenue Code.

(kk)         Accounting

Systems. Prologis, the Issuer and the subsidiaries of the Issuer maintain effective internal control over financial reporting, as

such term is defined in Rule 13a-15(f) under the Exchange Act.

(ll)           Disclosure

Controls and Procedures. Prologis and the Issuer established and maintain disclosure controls and procedures (as such term is defined

in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material

information relating to Prologis and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer

and chief financial officer of Prologis and the Issuer by others within Prologis and the Issuer or any of the subsidiaries of the Issuer,

and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject

to the limitations of any such control system; Prologis’ and the Issuer’s auditors and the audit committee of the board of

directors of Prologis have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of

internal controls which could adversely affect the ability of Prologis or the Issuer to record, process, summarize, and report financial

data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls

of Prologis or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been

no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective

actions with regard to significant deficiencies and material weaknesses.

(mm)       Cybersecurity;

Data Protection. The Issuer and the subsidiaries of the Issuer’s information technology assets and equipment, computers, systems,

networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for,

and operate and perform in all material respects as required in connection with the operation of the business of the Issuer and the subsidiaries

of the Issuer as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other

corruptants. The Issuer and the subsidiaries of the Issuer have implemented and maintained commercially reasonable controls, policies,

procedures, and safeguards to maintain and protect their material confidential information and the integrity, redundancy and security

of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal

Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses

of or accesses to same, except for those that have been remedied without material cost or liability, nor any incidents under internal

review or investigations relating to the same. The Issuer and the subsidiaries of the Issuer are presently in material compliance with

all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory

authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the

protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

(nn)        EXtensible

Business Reporting Language. The interactive data in eXtensible Business Reporting Language included or incorporated by reference

in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material

respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Any certificate signed by

any officer of the Issuer or any of the subsidiaries of the Issuer and delivered to the Representatives or to counsel for the Underwriters

in connection with the offering of the Securities shall be deemed a representation and warranty by the Issuer to each Underwriter as to

the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation

Date subsequent thereto.

The Issuer acknowledges that

the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsels for the Issuer and the

Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Section 2.

Purchase, Sale and Delivery of the Securities.

(a)           The

Securities. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the

conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Issuer the aggregate principal amount

of the Securities set forth opposite their names on Schedule A at a purchase price of 99.075% of the principal amount of the Securities,

thereof payable on the Closing Date (as defined below).

(b)          The

Closing Date. Delivery of certificates for the Securities in global form to be purchased by the Underwriters and payment therefor

shall be made at the offices of Sidley Austin LLP (or such other place as may be agreed to by the Issuer and the Representatives) at 9:00

a.m., New York City time, on April 27, 2026 or such other time not later than ten business days after the time and date the Representatives

shall designate by notice to the Issuer (the time and date of such closing are called the “Closing Date”).

Offering of the Securities. The Underwriters hereby advise the Issuer that they intend to offer their respective portions of the Securities

for sale to the public, as described in the Disclosure Package and the Prospectus as soon after this Agreement has been executed as the

Underwriters, in their sole judgment, have determined is advisable and practicable (provided that it is understood and agreed that the

offering of the Securities in Canada by the Underwriters as contemplated herein shall be made in Canada on a private placement basis in

accordance with applicable exemptions from the prospectus requirements of applicable Canadian Securities Laws).

(d)           Payment

for the Securities. Payment for the Securities as provided herein shall be made at the Closing Date, by wire transfer of immediately

available funds to the order of the Issuer. It is understood that the Representatives have been authorized, for their own account and

the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Securities

the Underwriters have agreed to purchase. Either Scotia Capital Inc. or TD Securities Inc., individually and not as the Representative

of the Underwriters, may (but shall not be obligated to) make payment for the Securities, if any, to be purchased by any Underwriter whose

funds shall not have been received by the Representatives by the Closing Date, for the account of such Underwriter, but any such payment

shall not relieve such Underwriter from any of its obligations under this Agreement.

(e)           Delivery

of the Securities. The Issuer shall deliver, or cause to be delivered, to the Underwriters the Securities at the Closing Date, against

the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Securities

shall be in such denominations and registered in such names and denominations as the Representatives shall have requested at least two

full business days prior to the Closing Date, and shall be made available for inspection on the business day preceding the Closing Date,

at a location in New York City, as the Representatives may designate. Delivery of the Securities shall be made through the facilities

of CDS unless the Representatives shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified

in this Agreement is a further condition to the obligations of the Underwriters.

Section 3.

Additional Covenants. The Issuer further covenants and agrees with each Underwriter as follows:

(a)           Compliance

with Securities Regulations and Commission Requests. The Issuer, subject to Section 3(b), will comply with the requirements of

Rule 430B of the Securities Act Regulations, and will promptly notify the Representatives, and confirm the notice in writing, of

(i) the effectiveness of any post-effective amendment to the Registration Statement or the filing of any supplement or amendment

to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission during the Prospectus Delivery

Period (defined below), (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement

to the Preliminary Prospectus or the Prospectus or for additional information, (iv) the issuance by the Commission of any stop order

suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus

or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation

or threatening of any proceedings for any of such purposes or pursuant to Section 8A of the Securities Act and (v) the issuance

of any order, ruling or decision of any Canadian federal or provincial court or securities regulatory authority restricting or ceasing

trading in any of the securities of the Issuer or suspending or preventing the use of the Preliminary Canadian Offering Memorandum or

the Canadian Offering Memorandum or the receipt of any notification from any Canadian federal or provincial court or securities regulatory

authority of the institution or threatening of any proceeding for such purpose. The Issuer will promptly effect the filings necessary

pursuant to Rule 424 and will take such steps as it deems necessary to ascertain promptly whether the Preliminary Prospectus and

the Prospectus transmitted for filing under Rule 424 were received for filing by the Commission and, in the event that it was not,

it will promptly file such document. The Issuer will use its best efforts to prevent the issuance of any stop order and, if any stop order

is issued, to obtain the lifting thereof at the earliest possible moment.

(b)           Filing

of Amendments. During such period beginning on the date of this Agreement and ending on the later of the Closing Date or such date

as, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales

of the Securities by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172

or any similar rule of the Securities Act Regulations (the “Prospectus Delivery Period”), the Issuer will give

the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under

Rule 462(b) of the Securities Act Regulations), or any amendment, supplement or revision to the Disclosure Package or the Prospectus,

whether pursuant to the Securities Act, the Exchange Act or otherwise, will furnish the Representatives with copies of any such documents

a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which

the Representatives or counsel for the Underwriters shall reasonably object. Provided that the Underwriters comply with Section 7(2)(h) hereof,

the Issuer will cause to be provided or filed all documents required to be provided to or filed with the applicable Canadian securities

regulatory authorities in connection with the offering of Securities in Canada in accordance with applicable Canadian Securities Laws,

including, without limitation, any offering memorandum (under applicable Canadian Securities Laws) and any reports of trade on Form 45-106F1

prescribed by NI 45-106, as applicable.

of Registration Statements. The Issuer will deliver to the Underwriters and counsel for the Underwriters, without charge, as such

Underwriter or counsel for the Underwriters may reasonably request, signed copies of the Registration Statement as originally filed and

of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed

to be incorporated by reference therein) and signed copies of all consents and certificates of experts. The Registration Statement and

each amendment thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the

Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d)           Delivery

of Prospectuses and Offering Memorandums. The Issuer will deliver to each Underwriter, without charge, as many copies of the Preliminary

Prospectus and the Preliminary Canadian Offering Memorandum as such Underwriter may reasonably request, and the Issuer hereby consents

to the use of such copies for purposes of offering the Securities. The Issuer will furnish to each Underwriter, without charge, during

the Prospectus Delivery Period, such number of copies of the Prospectus and the Canadian Offering Memorandum as such Underwriter may reasonably

request. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be

identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted

by Regulation S-T.

(e)           Continued

Compliance with Securities Laws. The Issuer will comply with the Securities Act and the Securities Act Regulations and the Exchange

Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement

and in the Registration Statement, the Disclosure Package, the Prospectus and the Canadian Offering Memorandum. If, during the Prospectus

Delivery Period, any event or development shall occur or condition exist as a result of which the Disclosure Package, the Prospectus or

the Canadian Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state

any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or then

prevailing, as the case may be, not misleading, or contain a “misrepresentation” as defined under applicable Canadian Securities

Laws, or if, in the opinion of counsel for the Underwriters or for the Issuer, it shall be necessary to amend or supplement the Disclosure

Package, the Prospectus or the Canadian Offering Memorandum, or to file under the Exchange Act any document incorporated by reference

in the Disclosure Package, the Prospectus or the Canadian Offering Memorandum, in order to make the statements therein, in the light of

the circumstances under which they were made or then prevailing, as the case may be, not misleading, or to correct a “misrepresentation”

as defined under applicable Canadian Securities Laws contained therein, or, if in the opinion of either such counsel, it is otherwise

necessary or advisable to amend or supplement the Registration Statement, the Disclosure Package, the Prospectus or the Canadian Offering

Memorandum, or to file under the Exchange Act any document incorporated by reference in the Disclosure Package, the Prospectus or the

Canadian Offering Memorandum, or to file a new registration statement containing the Prospectus, in order to comply with law, including

in connection with the delivery of the Prospectus or the Canadian Offering Memorandum, the Issuer agrees to (i) notify the Representatives

of any such event or condition and (ii) promptly prepare (subject to Section 3(b) and Section 3(l) hereof), file

with the Commission (and use its best efforts to have any amendment to the Registration Statement or any new registration statement to

be declared effective) and furnish at its own expense to the Underwriters and to dealers in such quantities as they may reasonably request,

amendments or supplements to the Registration Statement, the Disclosure Package, the Prospectus or the Canadian Offering Memorandum, or

any new registration statement, necessary in order to make the statements in the Disclosure Package, the Prospectus or the Canadian Offering

Memorandum as so amended or supplemented, in the light of the circumstances under which they were made or then prevailing, as the case

may be, not misleading, or to correct a “misrepresentation” as defined under applicable Canadian Securities Laws contained

therein, or so that the Registration Statement, the Disclosure Package, the Prospectus or the Canadian Offering Memorandum, as amended

or supplemented, will comply with law.

(f)            Blue

Sky Compliance. The Issuer shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Securities

for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated

by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so

long as required for the distribution of the Securities. The Issuer shall not be required to qualify to transact business or to take any

action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would

be subject to taxation as a foreign business. The Issuer will advise the Representatives promptly of the suspension of the qualification

or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation

or threat of any proceeding for any such purpose or pursuant to Section 8A of the Securities Act, and in the event of the issuance

of any order suspending such qualification, registration or exemption, the Issuer shall use its best efforts to obtain the withdrawal

thereof at the earliest possible moment.

(g)          Use

of Proceeds. The Issuer shall apply the net proceeds from the sale of the Securities in the manner described under the caption “Use

of Proceeds” in the Disclosure Package, the Prospectus and the Canadian Offering Memorandum.

(h)           Depository.

The Issuer shall cooperate with the Representatives and use its best efforts to permit the Securities to be eligible for clearance and

settlement through the facilities of CDS.

(i)            Periodic

Reporting Obligations. During the Prospectus Delivery Period, the Issuer shall file, on a timely basis, with the Commission and the

New York Stock Exchange (“NYSE”) all reports and documents required to be filed under the Exchange Act and the Exchange

Act Regulations.

(j)            Agreement

Not to Offer or Sell Similar Securities. During the period commencing on the date hereof and ending on the Closing Date, the Issuer

will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives),

directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent

position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce

the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Issuer similar

to the Securities or securities exchangeable for or convertible into debt securities similar to the Securities (other than as contemplated

by this Agreement with respect to the Securities); provided, however, that any debt securities denominated in a currency other than the

currency in which the Securities are denominated shall not be considered “similar” for purposes of this Section 3(j).

(k)           Final

Term Sheet. The Issuer will prepare a final term sheet containing only a description of the Securities, and will file such term sheet

pursuant to Rule 433(d) under the Securities Act within the time required by such rule (such term sheet, the “Final

Term Sheet”). Any such Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement. A form of the Final

Term Sheet for the Securities is attached hereto as Exhibit D.

(l)            Permitted

Free Writing Prospectuses. The Issuer represents that it has not made, and agrees that, unless it obtains the prior written consent

of the Representatives, it will not make, any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus

or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required

to be filed by the Issuer with the Commission or retained by the Issuer under Rule 433 of the Securities Act; provided that the prior

written consent of the Underwriters shall be deemed to have been given in respect of any Issuer Free Writing Prospectuses identified in

Annex I and Annex II to this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Underwriters

is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Issuer agrees that (i) it has treated

and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied

and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted

Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. The Issuer consents

to the use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined

in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Securities or their offering

or (ii) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet

of the Issuer contemplated in Section 3(k); provided that each Underwriter severally covenants with the Issuer not to take any action

without the Issuer’s consent that would result in a free writing prospectus being required to be filed with the Commission under

Rule 433(d) under the Securities Act that otherwise would not be required to be filed by the Issuer thereunder, but for the

action of such Underwriter.

(m)          Notice

of Inability to Use Automatic Shelf Registration Statement Form. If at any time, when the Securities remain unsold by the Underwriters,

the Issuer receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic

shelf registration statement form, the Issuer will (i) promptly notify the Representatives, (ii) promptly file a new registration

statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use

its best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify

the Representatives of such effectiveness. The Issuer will take all other action necessary or appropriate to permit the public offering

and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice

or for which the Issuer has otherwise become ineligible. References herein to the Registration Statement shall include such new registration

statement or post-effective amendment, as the case may be.

(n)           Filing

Fees. The Issuer agrees to pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) of

the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the

Securities Act.

(o)           No

Stabilization. The Issuer will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause

or result in any stabilization or manipulation of the price of the Securities or take any action prohibited by Regulation M under the

Exchange Act in connection with the distribution of the Securities contemplated hereby, provided, the Issuer does not make any covenant

as to any actions which may be taken by the Underwriters.

The Representatives, on behalf

of the several Underwriters may, in their sole discretion, waive in writing the performance by the Issuer of any one or more of the foregoing

covenants or extend the time for their performance.

Section 4.

Payment of Expenses. The Issuer agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations

hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to

the issuance and delivery of the Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and

other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iii) all fees and expenses of

the Issuer’s counsel, Prologis’, the Issuer’s independent public or certified public accountants and other advisors

to the Issuer (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution

of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer

Free Writing Prospectus, the Preliminary Prospectus, the Prospectus, the Preliminary Canadian Offering Memorandum and the Canadian Offering

Memorandum and all amendments and supplements thereto, and this Agreement, the Indenture and the Securities, (v) all filing fees,

attorneys’ fees and expenses incurred the Issuer or the Underwriters in connection with qualifying or registering (or obtaining

exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the state securities

or blue sky laws, and, if requested by the Representatives, preparing a “Blue Sky Survey” or memorandum, and any supplements

thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the filing fees incident to the review

and approval by FINRA of the terms of the sale of the Securities, (vii) the fees and expenses of the Trustee, including the reasonable

fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (viii) any fees payable in

connection with the rating of the Securities by the ratings agencies, (ix) all fees and expenses (including reasonable fees and expenses

of counsel) of the Issuer in connection with approval of the Securities by CDS for “book-entry” transfer, (x) all other

fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, (xi) all fees payable in connection

with the filing of any Form 45-106F1 with applicable Canadian securities regulatory authorities, (xii) fees payable to the Canadian

Investment Regulatory Organization (CIRO) and (xiii) all other fees, costs and expenses incurred in connection with the performance

of the obligations of the Issuer hereunder for which provision is not otherwise made in this Section. Except as provided in this Section 4,

Section 6, Section 8 and Section 9 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements

of their counsel.

Section 5.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Securities

as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Issuer

set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date, as though then made

and to the timely performance by the Issuer of its covenants and other obligations hereunder, and to each of the following additional

conditions (provided it is understood and agreed that the offering of the Securities in Canada by the Underwriters as contemplated herein

shall be made in Canada on a private placement basis in accordance with applicable exemptions from the prospectus requirements of applicable

Canadian Securities Laws):

(a)           Effectiveness

of Registration Statement. The Registration Statement shall have become effective under the Securities Act and no stop order suspending

the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings for that purpose shall

have been instituted or be pending or threatened by the Commission, any request on the part of the Commission for additional information

shall have been complied with to the reasonable satisfaction of the Issuer and counsel to the Underwriters, and the Issuer at the Execution

Time shall not have received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use

of the automatic shelf registration statement form. The Preliminary Prospectus and the Prospectus shall have been filed with the Commission

in accordance with Rule 424(b)(1), (2), (3), (4), (5) or (8), as applicable (or any required post-effective amendment providing

such information shall have been filed and declared effective in accordance with the requirements of Rule 430A).

(b)           Accountants’

Comfort Letter. On the date hereof, the Representatives shall have received from KPMG LLP, independent public or certified public

accountants for Prologis and the Issuer, a letter or letters dated the date hereof addressed to the Underwriters, in form and substance

satisfactory to the Representatives, with respect to the audited financial statements and certain financial information contained in the

Registration Statement, the Preliminary Prospectus, the Prospectus, the Preliminary Canadian Offering Memorandum and the Canadian Offering

Memorandum.

Comfort Letter. On the Closing Date, the Representatives shall have received from KPMG LLP, independent public or certified public

accountants for Prologis and the Issuer, a letter or letters dated such date, in form and substance satisfactory to the Representatives,

to the effect that they reaffirm the statements made in the letter or letters furnished by them pursuant to Section 5(b), except

that the specified date referred to therein for KPMG LLP for the carrying out of procedures shall be no more than three business days

prior to the Closing Date.

(d)           No

Objection. If the Registration Statement and/or the offering of the Securities has been filed with FINRA for review, FINRA shall not

have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.

(e)           No

Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing

Date:

(i)             in

the judgment of the Representatives there shall not have occurred any Material Adverse Change; and

(ii)            there

shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review

for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Issuer

or any of the subsidiaries of the Issuer by any “nationally recognized statistical rating organization” as such term is defined

for purposes of Section 3(a)(62) of the Exchange Act.

(f)            Opinions

of Counsel for the Issuer. On the Closing Date, the Representatives shall have received the favorable opinions of Mayer Brown LLP,

counsel for the Issuer, dated as of such Closing Date, covering, at a minimum, the opinions the forms of which are attached as Exhibit A.

(g)           Opinions

of General Counsel of the Issuer. On the Closing Date, the Representatives shall have received the favorable opinions of the General

Counsel or Corporate Counsel of the Issuer, dated as of such Closing Date, the forms of which are attached as Exhibit B.

(h)           Opinions

of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received the favorable opinions of Sidley Austin

LLP, counsel for the Underwriters, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Representatives.

(i)            Opinion

of Canadian Counsel for the Issuer. On the Closing Date, the Representatives shall have received the favorable opinion of Blake, Cassels &

Graydon LLP, Canadian counsel for the Issuer, dated as of such Closing Date, covering, at a minimum, the opinion the form of which is

attached as Exhibit C.

(j)            Officers’

Certificate. On the Closing Date, the Representatives shall have received a written certificate executed by the Chief Executive Officer

or Corporate Counsel of Prologis, and the Chief Financial Officer or Chief Accounting Officer of Prologis, dated as of the Closing Date,

to the effect that:

(i)             the

Issuer has not received a stop order suspending the effectiveness of the Registration Statement or suspending or preventing the use of

the Preliminary Canadian Offering Memorandum or the Canadian Offering Memorandum, and no proceedings for such purpose have been instituted

or threatened by the Commission, or any Canadian securities authority or Canadian court;

(ii)            the

Issuer has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of

the automatic shelf registration statement form;

(iii)           there

has not occurred any downgrading, and the Issuer has not received any notice of any intended or potential downgrading or of any review

for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Issuer

or any of the subsidiaries of the Issuer by any “nationally recognized statistical rating organization” as such term is defined

for purposes of Section 3(a)(62) of the Exchange Act;

(iv)           for

the period from and after the date of this Agreement and prior to the Closing Date, there has not occurred any Material Adverse Change;

(v)            the

representations, warranties and covenants set forth in Section 1 of this Agreement are true and correct with the same force and effect

as though expressly made on and as of the Closing Date; and

(vi)           the

Issuer has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder

at or prior to the Closing Date.

(k)           CFO

Certificate. On the date hereof and on the Closing Date, the Representatives and counsel for the Underwriters shall have received

a written certificate executed by the Chief Financial Officer or Chief Accounting Officer of Prologis in form and substance reasonably

satisfactory to the Representatives.

(l)            Additional

Documents. On or before the Closing Date, the Representatives and counsel for the Underwriters shall have received such information,

documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities

as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any

of the conditions or agreements, herein contained.

If any condition specified

in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives

by notice to the Issuer at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party

to any other party, except that Section 4, Section 6, Section 8 and Section 9 shall at all times be effective and

shall survive such termination.

Section 6.

Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representatives pursuant to Section 5

or Section 11, or if the sale to the Underwriters of the Securities on the Closing Date is not consummated because of any refusal,

inability or failure on the part of the Issuer to perform any agreement herein or to comply with any provision hereof, the Issuer agrees

to reimburse the Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand

for all out-of-pocket expenses that shall have been reasonably incurred by the Underwriters in connection with the proposed purchase and

the offering and sale of the Securities, including but not limited to reasonable fees and disbursements of counsel, printing expenses,

travel expenses, postage, facsimile and telephone charges.

Section 7.

Offering Restriction. (1) Each Underwriter severally represents and agrees that it has not offered, sold or otherwise made

available and will not offer, sell or otherwise make available any Securities to any retail investor in the European Economic Area. For

the purposes of this provision:

(a)           the

expression “retail investor” means a person who is one (or more) of the following:

(i)             a

retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”);

(ii)            a

customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined

in point (10) of Article 4(1) of MiFID II; or

(iii)           not

a qualified investor as defined in Regulation (EU) 2017/1129, as amended; and

(b)           the

expression “offer” includes the communication in any form and by any means of sufficient information on the terms of

the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities.

(2) Each

Underwriter severally represents and agrees that it has not offered, sold, distributed or otherwise made available and will not

offer, sell, distribute or otherwise make available any Securities to any retail investor in the United Kingdom. For the purposes of this

provision:

(a)           the

expression “retail investor” means a person who is either one (or both) of the following:

(i)             not

a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic

law in the United Kingdom; or

(ii)            not

a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024; and

(b) the expression “offer”

includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered

so as to enable an investor to decide to buy or subscribe for the Securities.

Each Underwriter further severally

represents and agrees that:

(a)           it

has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to

engage in investment activity (within the meaning of Section 21 of the United Kingdom’s Financial Services and Markets Act

2000, as amended (the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which

Section 21(1) of the FSMA does not apply to the Issuer; and

(b)           it

has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities

in, from or otherwise involving the United Kingdom.

(3) Each Underwriter

represents, covenants and agrees that:

(a)           Such

Underwriter will use commercially reasonable efforts to confirm that each Canadian purchaser: (A) is an “accredited investor”

(as defined in NI 45-106 or Section 73.3 of the Securities Act (Ontario)) that is not an individual unless it is also a “permitted

client” (as such term is defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant

Obligations); (B) is not a person created or being used solely to purchase or hold securities as an accredited investor as described

in paragraph (m) of the definition of “accredited investor” in Section 1.1 of NI 45-106; and (C) is purchasing

as principal (or deemed to be purchasing as principal under Canadian Securities Laws); such Underwriter will use commercially reasonable

efforts to obtain and retain relevant information and documentation to evidence the steps taken to verify compliance with the exemption

in accordance with its usual document retention policies and procedures in compliance with applicable laws, and will provide to the Issuer

forthwith upon written request all such information or documentation as the Issuer may reasonably request in good faith and solely for

the purpose of verifying compliance with the exemption, correcting any required filings and responding to regulatory inquiries with respect

thereto.

(b)           If

such Underwriter involves any members of any banking, selling or other group in the distribution of Securities, such Underwriter will

use commercially reasonable efforts to cause agreements and acknowledgements substantially the same as the agreements and acknowledgements

contained in the foregoing subparagraph (a) and the subsequent subparagraphs (c), (d), (f) and (g) to be contained in an

agreement with each of the members of such group in favor of the Issuer and shall use its commercially reasonable efforts to cause the

members of such group to comply with Canadian Securities Laws.

Underwriter has not provided and will not provide to any Canadian purchaser any document or other material that would constitute an offering

memorandum (as defined under applicable Canadian Securities Laws) other than (A) the Preliminary Canadian Offering Memorandum, (B) the

Canadian Offering Memorandum, (C) any Issuer Free Writing Prospectus listed on Annex I or Annex II hereto or (D) any other documentation

forming part of the Disclosure Package.

(d)           Such

Underwriter (A) is duly registered as an “investment dealer” or “exempt market dealer” as defined under applicable

Canadian Securities Laws and is in material compliance with the terms and conditions of such registration, and (B) has offered and

will offer for sale and sell the Securities only to such persons and in such manner that, pursuant to applicable Canadian Securities Laws,

no prospectus (as defined under applicable Canadian Securities Laws) need be delivered or filed with any securities regulatory authority

in Canada.

(e)           Such

Underwriter will comply with all relevant Canadian Securities Laws concerning any resale of the Securities.

(f)            The

offer and sale of the Securities by such Underwriter will not be made through or accompanied by any advertisement of the Securities by

such Underwriter, including, without limitation, in printed media of general and regular paid circulation, radio, television, or telecommunications,

including electronic display or any other form of advertising or as part of a general solicitation by such Underwriter in Canada.

(g)           Such

Underwriter has not made and will not make any written or oral representations to any Canadian purchaser: (A) that any person will

resell or repurchase the Securities purchased by such Canadian purchaser; (B) that the Securities will be freely tradeable by the

Canadian purchaser without any restrictions or hold periods; (C) that any person will refund the purchase price of the Securities;

or (D) as to the future price or value of the Securities.

(h)           Such

Underwriter will: (A) as soon as practicable and in any event within five business days of the Initial Sale Time, provide to the

Issuer the information pertaining to each such purchaser of the Securities as required to be disclosed in Form 45-106F1 and the related

schedules under Form 45-106F1 and acknowledges, authorizes and consents to the delivery or filing, as applicable, by the Issuer of

the report on Form 45-106F1 under NI 45-106 (and any equivalent report required under Canadian Securities Laws) with the applicable

Canadian securities regulators; and (B) give prompt notice to the Issuer when the distribution of the Securities has been completed

and, to the extent applicable, provide any further information to the Issuer, upon written request, that is required for the purpose of

calculating fees payable to the applicable Canadian securities regulators in connection with the distribution of the Securities and to

allow the Issuer to complete the Form 45-106F1.

Section 8.            Indemnification.

(a)           Indemnification

of the Underwriters. The Issuer agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in

Rule 501(b) under the Securities Act (each, an “Affiliate”), its directors, officers and employees, and each

person, if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage,

liability or expense, as incurred, to which such Underwriter or such Affiliate, director, officer, employee or controlling person may

become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or

otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Issuer or otherwise

permitted by paragraph (d) below), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated

below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration

Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or

necessary to make the statements therein not misleading; (ii) upon any untrue statement or alleged untrue statement of a material

fact, or “misrepresentation” as defined under applicable Canadian Securities Laws, contained in any Issuer Free Writing Prospectus,

any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act Regulations,

the Preliminary Prospectus, the Prospectus, the Preliminary Canadian Offering Memorandum or the Canadian Offering Memorandum (or any amendment

or supplement thereto) or the omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not misleading; (iii) in whole or in part upon

any inaccuracy in the representations and warranties of the Issuer contained herein; or (iv) in whole or in part upon any failure

of the Issuer to perform its obligations hereunder or under law; and to reimburse each Underwriter and each such Affiliate, director,

officer, employee and controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by

the Underwriters) as such expenses are reasonably incurred by such Underwriter or such Affiliate, director, officer, employee or controlling

person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense

or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense

to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged

omission made in reliance upon and in conformity with any Underwriter Information. The indemnity agreement set forth in this Section 8(a) shall

be in addition to any liabilities that the Issuer may otherwise have.

(b)           Indemnification

of the Issuer. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the directors of the

Issuer (as applicable), the Issuer’s respective officers who signed the Registration Statement and each person, if any, who controls

the Issuer within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred,

to which the Issuer or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act,

or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such

settlement is effected with the written consent of such Underwriter or otherwise permitted by paragraph (d) below), insofar as such

loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon

any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto)

or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein

not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact, or “misrepresentation”

as defined under applicable Canadian Securities Laws, contained in any Issuer Free Writing Prospectus, any “issuer information”

filed or required to be filed pursuant to Rule 433(d) under the Securities Act, the Preliminary Prospectus, the Prospectus,

the Preliminary Canadian Offering Memorandum or the Canadian Offering Memorandum (or any amendment or supplement thereto) or the omission

or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement

or alleged untrue statement or misrepresentation or omission or alleged omission was made in the Registration Statement, any Issuer Free

Writing Prospectus, the Preliminary Prospectus, the Prospectus, the Preliminary Canadian Offering Memorandum or the Canadian Offering

Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with any Underwriter Information, it being understood

and agreed upon that the only such Underwriter Information consists of the following information in the Preliminary Prospectus, the Prospectus,

the Preliminary Canadian Offering Memorandum and the Canadian Offering Memorandum, furnished on behalf of each Underwriter: the information

contained in the third paragraph, the sixth paragraph, and the seventh paragraph under the caption “Underwriting (Conflicts of Interest)”;

and to reimburse the Issuer, or any such director, officer or controlling person for any legal and other expense reasonably incurred by

the Issuer, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or

paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth in this Section 8(b) shall

be in addition to any liabilities that each Underwriter may otherwise have.

and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement

of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8,

notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve

it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained

in this Section 8 or to the extent it is not prejudiced (through the forfeiture of substantive rights or defenses) as a proximate

result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to

seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall

elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after

receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such

indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party

and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and

the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified

parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have

the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf

of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying

party’s election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will

not be liable to such indemnified party under this Section 8 for any legal or other expenses (other than reasonable costs of investigation)

subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have

employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying

party shall not be liable for the expenses of more than one separate counsel (together with local counsel), representing the indemnified

parties who are parties to such action), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the

indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the

indemnifying party shall authorize the indemnified party to employ separate counsel, in each of which cases the fees and expenses of counsel

shall be at the expense of the indemnifying party.

(d)           Settlements.

The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written

consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify

the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding

the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party

for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable

for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days

after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the

indemnified party in accordance with such request prior to the date of such settlement; provided, that if it is ultimately determined

that an indemnified party was not entitled to indemnification hereunder, such indemnified party shall be responsible for repaying or reimbursing

such amounts to the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified party, effect

any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which

any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless

such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims

that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault,

culpability or a failure to act, by or on behalf of any indemnified party.

Section 9.

Contribution. If the indemnification provided for in Section 8 is for any reason held to be unavailable to or otherwise insufficient

to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each

indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any

losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative

benefits received by the Issuer, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant

to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion

as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuer,

on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions or inaccuracies in the representations

and warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable

considerations. The relative benefits received by the Issuer, on the one hand, and the Underwriters, on the other hand, in connection

with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net

proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Issuer, and the total

underwriting discount received by the Underwriters, in each case as set forth on the front cover page of the Prospectus, bear to

the aggregate initial public offering price of the Securities as set forth on such cover. The relative fault of the Issuer, on the one

hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged

untrue statement of a material fact or omission or alleged omission to state a material fact or any such inaccurate or alleged inaccurate

representation or warranty relates to information supplied by the Issuer, on the one hand, or any Underwriter through the Representatives,

on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such

statement or omission.

The amount paid or payable

by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject

to the limitations set forth in Section 8(c), any legal or other fees or expenses reasonably incurred by such party in connection

with investigating or defending any action or claim. The provisions set forth in Section 8(c) with respect to notice of commencement

of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice

shall be required with respect to any action for which notice has been given under Section 8(c) for purposes of indemnification.

The Issuer and the Underwriters

agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even

if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the

equitable considerations referred to in this Section 9.

Notwithstanding the provisions

of this Section 9, no Underwriter shall be required to contribute any amount in excess of the underwriting commissions received by

such Underwriter in connection with the Securities underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty

of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several, and

not joint, in proportion to their respective underwriting commitments as set forth opposite their names in Schedule A. For purposes of

this Section 9, each Affiliate, director, officer, employee and agent of an Underwriter and each person, if any, who controls an

Underwriter within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Underwriter,

and each director of the Issuer, each officer of the Issuer who signed the Registration Statement, and each person, if any, who controls

the Issuer within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Issuer.

Section 10.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall

fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount

of Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate

principal amount of the Securities, to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportion

to the aggregate principal amounts of the Securities set forth opposite their respective names on Schedule A bears to the aggregate principal

amount of the Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be

specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Securities which such defaulting

Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters

shall fail or refuse to purchase such Securities and the aggregate principal amount of such Securities with respect to which such default

occurs exceeds 10% of the aggregate principal amount of the Securities to be purchased on such date, and arrangements satisfactory to

the Representatives and the Issuer for the purchase of such Securities are not made within 48 hours after such default, this Agreement

shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 8

and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or

the Issuer shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes,

if any, to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus, the Prospectus, the Preliminary

Canadian Offering Memorandum or the Canadian Offering Memorandum or any other documents or arrangements may be effected.

As used in this Agreement,

the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10.

Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such

Underwriter under this Agreement.

Section 11.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated

by the Representatives by notice given to the Issuer if at any time (i) trading or quotation in any of the Issuer’s securities

shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market

or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock

exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of Canadian, U.S. federal

or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any

crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial

change or development involving a prospective substantial change in United States’ or international political, financial or economic

conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the

Securities in the manner and on the terms described in the Disclosure Package, the Prospectus and the Canadian Offering Memorandum or

to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material

Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance

services in the United States. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the

Issuer to any Underwriter, except that the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections

4 and 6 hereof, (b) any Underwriter to the Issuer, or (c) of any party hereto to any other party except that the provisions

of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Section 12.

Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other

statements of the Issuer, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain

in full force and effect, regardless of any investigation made by or on behalf of any Underwriters or the Issuer or any of its partners,

officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Securities sold

hereunder and any termination of this Agreement.

Section 13.

Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or emailed and confirmed to the parties

hereto as follows:

If to the Representatives:

Scotia Capital Inc.

40 Temperance Street, 4th Floor,

Toronto, Ontario M5H 0B4

Attention: Jenna Dicks

Email: jenna.dicks@scotiabanks.com

and

TD Securities Inc.

222 Bay Street, 7th Floor,

Toronto, Ontario M5K 1A2

Attention: Mark Laing

Email: mark.laing@tdsecurities.com

with a copy to:

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Attention: Daniel O’Shea

Email: doshea@sidley.com

If to the Issuer:

Prologis, L.P.

1800 Wazee Street

Denver, Colorado 80202

Attention: General Counsel

Email: legalnotice@prologis.com

with a copy to:

Mayer Brown LLP

1221 Avenue of the Americas

New York, New York 10020

Attention: John P. Berkery

Email: jberkery@mayerbrown.com

Any party hereto may change

the address for receipt of communications by giving written notice to the others.

Section 14.

Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters

pursuant to Section 10 hereof, and to the benefit of the Affiliates, directors, officers, employees and controlling persons referred

to in Section 8 and Section 9, and in each case their respective successors, and no other person will have any right or obligation

hereunder. The term “successors” shall not include any purchaser of the Securities as such from any of the Underwriters merely

by reason of such purchase.

Section 15.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not

affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this

Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such

minor changes) as are necessary to make it valid and enforceable.

Section 16.

Patriot Act. The Underwriters hereby notify the Issuer that pursuant to the requirements of the USA Patriot Act (Title III of Pub.

L. 107-56 (signed into law October 26, 2001)), they are required to obtain, verify and record information that identifies the Issuer,

including the name and address of the Issuer and other information that will allow the Underwriters to identify the Issuer in accordance

with the USA Patriot Act.

Section 17.

Governing Law Provisions. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL

BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED

IN SUCH STATE.

Section 18.

No Fiduciary Duty. The Issuer acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to this Agreement,

including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length

commercial transaction between the Issuer, on the one hand, and the several Underwriters, on the other hand, and the Issuer is capable

of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

(ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and

has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Issuer or its affiliates, stockholders,

creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility

in favor of the Issuer with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether

such Underwriter has advised or is currently advising the Issuer on other matters) and no Underwriter has any obligation to the Issuer

with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters

and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Issuer

and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary

relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering

contemplated hereby and the Issuer has consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

This Agreement supersedes

all prior agreements and understandings (whether written or oral) among the Issuer and the several Underwriters, or any of them, with

respect to the subject matter hereof. The Issuer hereby waives and releases to the fullest extent permitted by law, any claims that the

Issuer may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Section 19.

General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written

or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement

may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto

and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature

covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other

applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly

and validly delivered and be valid and effective for all purposes. This Agreement may not be amended or modified unless in writing by

all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the

condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction

or interpretation of this Agreement.

Each of the parties hereto

acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions

hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9,

and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Sections 8 and

9 hereto fairly allocate the risks in light of the ability of the parties to investigate the Issuer, its affairs and its businesses in

order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package, the Prospectus and the Canadian

Offering Memorandum (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.

Section 20.

Recognition of the U.S. Special Resolution Regimes. (i) In the event that any Underwriter that is a Covered Entity becomes

subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest

and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special

Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of

the United States. (ii) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such party becomes subject

to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such party are

permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if

this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section 20

a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in

accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that

term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning

assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S.

Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder

and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

If the foregoing is in accordance

with your understanding of our agreement, kindly sign and return to the Issuer the enclosed copies hereof, whereupon this instrument,

along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,

PROLOGIS, L.P., as Issuer

By: PROLOGIS, INC., its general

partner

By:

/s/ David Malinger

Name: David Malinger

Title: Senior Vice President and Assistant Secretary

Prologis, L.P. - Underwriting Agreement Signature Page - Issuer

The foregoing Underwriting

Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.

SCOTIA CAPITAL INC.

By:

/s/ Jenna Dicks

Name: Jenna Dicks

Title: Managing Director

Acting on behalf of themselves and as the Representatives

of the several Underwriters

Prologis, L.P. – Underwriting Agreement Signature Page – Underwriters

The foregoing Underwriting

Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.

td securities

inc.

By:

/s/ Mark Laing

Name: Mark Laing

Title: Managing Director

Acting on behalf of themselves and as the Representatives of the several

Underwriters

Prologis, L.P. – Underwriting Agreement Signature Page – Underwriters

SCHEDULE A

Underwriters

Aggregate Principal Amount of

Securities to be Purchased

Scotia Capital Inc.

425,000,000

TD Securities Inc.

425,000,000

Total

850,000,000

Schedule A-1

SCHEDULE B

LIST OF SIGNIFICANT SUBSIDIARIES

Prologis

Prologis U.S. Logistics Venture, LLC

Prologis Logistics Services Incorporated

PLD International Holding LP

Liberty Property Trust

Liberty Property Limited Partnership

Duke Realty Limited Partnership

Duke Realty LLC

Schedule B-1

ANNEX I

Prologis, L.P.—Issuer Free Writing Prospectuses

Forming Part of the Disclosure Package

Final

Term Sheet, dated April 20, 2026, for the 4.250% Notes due 2034.

Annex I-1

ANNEX II

Prologis, L.P.—Issuer Free Writing Prospectuses

Not Forming Part of the Disclosure Package

None.

Annex II-1

EXHIBIT A

[Provided Separately.]

Exhibit A-1

EXHIBIT B

[Provided Separately.]

Exhibit B-1

EXHIBIT C

[Provided Separately.]

Exhibit C-1

EXHIBIT D

Form of

Term Sheet

C$850,000,000 4.250% Notes due 2034

(the “Notes”)

FINAL TERM SHEET

April 20, 2026

Issuer:

Prologis, L.P.

Offering Format:

The Notes will be registered with the U.S. Securities and Exchange Commission. The Notes are being offered in each of the provinces of Canada on a private placement basis under a Canadian offering memorandum dated April 20, 2026.

Size:

C$850,000,000

Pricing Date:

April 20, 2026

Settlement Date:**

April 27, 2026 (T+5)

Maturity Date:

May 15, 2034

Form and Denominations:

Book-entry only through participants in CDS (global certificate). Minimum denominations of C$2,000 with integral multiples of C$1,000 thereafter.

Coupon:

4.250% per annum, payable semi-annually in arrears

Issue Yield:

4.332%

Interest Payment Dates:

May 15 and November 15, commencing November 15, 2026 (long first coupon). The first interest payment on November 15, 2026 will be in an amount equal to $19,844,006.85.

Following Business Day Convention:

If not a business day in New York or Toronto, then payment of a coupon or upon maturity or redemption will be made on the next business day with no adjustment.

Day Count Convention:

Actual/365 (Fixed) when calculating interest accruals during any partial interest period and 30/360 when calculating amounts due on any interest payment date.

Price to Public:

99.445% of the principal amount, plus accrued interest from April 27, 2026, if any.

Exhibit D-1

Net Proceeds, Before Expenses, to Issuer:

C$842,137,500

Spread to GoC Benchmark:

+102 bps vs. the interpolated GoC Curve (CAN 3.25% December 1,

2033 and CAN 3.00% June 1, 2034)

+105.3 bps (including a 3.3 bps curve adjustment) vs. CAN 3.25% December 1,

2033 (priced at C$99.805 to yield 3.279%)

Optional Redemption:

Prior to February 15, 2034 (3 months prior to their maturity)

(the “Par Call Date”), the Issuer may redeem the Notes in whole at any time, or in part from time to time, at a redemption

price equal to the greater of:

(1) the Canada Yield Price, and

(2) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest, if any, on the principal

amount being redeemed to, but excluding, the date of redemption.

“Canada Yield Price” means, in respect of any Notes being

redeemed, the price, in respect of the principal amount of the Notes, calculated by the Issuer as of the third business day (as defined

in the Preliminary Prospectus Supplement) prior to the redemption date of such Notes, equal to the sum of the present values of the remaining

scheduled payments of interest (not including any portion of the payments of interest accrued as of the date of redemption) and principal

on the Notes to be redeemed from the redemption date to the Par Call Date using as a discount rate the sum of the Government of Canada

Yield on such business day plus 25.5 basis points.

“Government of Canada Yield” means, on any date, the bid-side

yield to maturity on such date as determined by the arithmetic average (rounded to three decimal places) of the yields quoted at 10:00

a.m. (Toronto time) by any two investment dealers in Canada selected by the Issuer, assuming semi-annual compounding and calculated

in accordance with generally accepted financial practice, which a non-callable Government of Canada bond would carry if issued in Canadian

dollars in Canada at 100% of its principal amount on such date with a term to maturity that most closely approximates the remaining term

to the Par Call Date.

On or after the Par Call Date, the Issuer may redeem the Notes at par

plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but excluding, the date of redemption.

Sales Restrictions:

Available for sale in Canada to “accredited investors” who, in certain circumstances, are also “permitted clients”, each as defined under applicable Canadian securities laws. Resales in Canada will be subject to resale restrictions.

Use of Proceeds:

The Issuer intends to use the net proceeds from the offering of the Notes for general corporate purposes, which may include the repayment of borrowings under the Issuer’s global lines of credit, a Canadian dollar term loan and possibly other debt.

CUSIP / ISIN:

74340XCT6 / CA74340XCT69

Joint Book-Running Managers:

Scotia Capital Inc.

TD Securities Inc.

Exhibit D-2

**The Issuer expects to deliver the Notes against

payment for the Notes on or about April 27, 2026, which is the fifth business day following the date of the pricing of the Notes.

Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle

in one New York business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes

before the first business day prior to April 27, 2026 will be required to specify alternative settlement arrangements to prevent

a failed settlement.

No EU PRIIPs KID – No EU PRIIPs key information

document (KID) has been prepared as not available to retail investors in the European Economic Area.

The foregoing description of some of the terms

of the Notes is not complete and is subject to, and qualified in its entirety by, reference to the Issuer’s preliminary prospectus

supplement dated April 20, 2026 (the “Preliminary Prospectus Supplement”) and the accompanying prospectus dated August 15,

2025 (the “Prospectus”) or, if you are in Canada, the Issuer’s preliminary Canadian offering memorandum dated April 20,

2026, which includes the Preliminary Prospectus Supplement and the Prospectus (the “Preliminary Canadian Offering Memorandum”),

and the documents incorporated and deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall

have the meanings ascribed thereto in the Preliminary Prospectus Supplement or the Prospectus or, if you are in Canada, the Preliminary

Canadian Offering Memorandum. Prospective purchasers should review the Preliminary Prospectus Supplement and the Prospectus or, if you

are in Canada, the Preliminary Canadian Offering Memorandum for a more detailed description of some of the terms of the Notes. No person

has been authorized to make any representation in connection with the offering other than as contained or incorporated by reference in

the Preliminary Prospectus Supplement and the Prospectus or, if you are in Canada, the Preliminary Canadian Offering Memorandum, and the

Issuer and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that

others may give you.

To the extent any underwriter that is not a

U.S. registered broker-dealer intends to effect sales of Notes in the United States, it will do so through one or more U.S. registered

broker-dealers in accordance with the applicable U.S. securities laws and regulations.

The Issuer has filed a registration statement

(including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication

relates. Before you invest, you should read the Prospectus and Preliminary Prospectus Supplement thereto in that registration statement

and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these

documents for free by visiting EDGAR on the SEC’s Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer

participating in the offering will arrange to send you the Prospectus if you request it by contacting: Scotia Capital Inc. by telephone

at 1-416-863-7776 or TD Securities Inc. by telephone at 1-800-263-5292.

The communication of this term sheet and any

other document or materials relating to the issue of the Notes described herein is not being made, and this term sheet and such other

documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the United Kingdom's

Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this term sheet and such other documents and/or

materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This term sheet and such

other documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to

investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services

and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), (ii) fall within

Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other

persons to whom it may otherwise lawfully be communicated or distributed under the Financial Promotion Order (all such persons together

being referred to as "relevant persons"). This term sheet and any such other documents and/or materials relating to the issue

of the Notes described herein are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant

persons. Any investment or investment activity to which this term sheet and any such other documents and/or materials relates will be

engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this term

sheet or any other documents and/or materials relating to the issue of the Notes described herein or any of their contents.

Exhibit D-3

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2611977d8_ex4-1.htm · Sequence: 3

Exhibit 4.1

PROLOGIS, L.P.

OFFICERS’ CERTIFICATE

April 27, 2026

The undersigned officers of

Prologis, Inc. (“Prologis, Inc.”), general partner of Prologis, L.P. (the “Company”),

on behalf of the Company, acting pursuant to resolutions adopted by the Board of Directors of Prologis, Inc. (the “Board”)

on February 12, 2026 and the Securities Offering Transaction Committee of the Board on April 20, 2026, hereby establish a series

of debt securities by means of this Officers’ Certificate in accordance with the Indenture, dated as of June 8, 2011 (the “Base

Indenture,”), as supplemented by the Fifth Supplemental Indenture, dated as of August 15, 2013 (the “Fifth Supplemental

Indenture”), among the Company, Prologis, Inc. and U.S. Bank Trust Company, National Association, as successor in interest

to U.S. Bank National Association, as trustee (the “Trustee”) and as supplemented by the Ninth Supplemental Indenture,

dated as of November 3, 2022 (the “Ninth Supplemental Indenture, and together with the Base Indenture and the Fifth

Supplemental Indenture, the “Indenture”), among the Company, Prologis, Inc. and the Trustee. Capitalized terms

used but not defined in this Officers’ Certificate shall have the meanings ascribed to them in the Indenture.

4.250% Notes due 2034

1.            The

series shall be entitled the “4.250% Notes due 2034” (the “Notes”) and shall be a series of CAD Notes

as defined in the Ninth Supplemental Indenture.

2.            The

Notes initially shall be limited to an aggregate principal amount of C$850,000,000 (except in each case for Notes authenticated and delivered

upon registration of transfer of, or in exchange for, or in lieu of, other Notes of or within the Series pursuant to Section 304,

305, 306, 906, 1107 or 1305 of the Base Indenture, as supplemented by the Ninth Supplemental Indenture); provided, the Company may increase

such aggregate principal amount upon the action of the Board to do so from time to time.

3.            The

Notes shall bear interest at the rate of 4.250% per annum. The aggregate principal amount of the Notes is payable at maturity on May 15,

2034. The interest on this Series shall accrue from and including April 27, 2026 or from and including the most recent Interest

Payment Date (as defined below) to which interest has been paid or duly provided for. Interest on the Notes shall be payable semi-annually

in arrears on May 15 and November 15 of each year (each an “Interest Payment Date”), commencing on November 15,

2026. Interest shall be paid to persons in whose names the Notes are registered on the May 1 and November 1 preceding the Interest

Payment Date, whether or not a Business Day (each a “Record Date”).

4.            The

Notes may be surrendered for registration of transfer or exchange and notices or demands to or upon the Company in respect of the Notes

and the Indenture may be served at the Corporate Trust Office of the Paying Agent, located at 1100 – 67 Yonge Street, Toronto, Ontario,

M5E 1J8. The principal of the Notes payable at maturity or upon earlier redemption shall be paid against presentation and surrender of

the Notes at the Corporate Trust Office of the Paying Agent.

5.            At

any time prior to the Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time at the option of the

Company, upon notice of not more than 60 nor less than 10 days prior to the Redemption Date, at a Redemption Price calculated by the Company

and equal to the greater of:

· the Canada Yield Price, and

· 100% of the principal amount of such Notes to

be redeemed,

plus, in either case, accrued and unpaid interest,

if any, on the principal amount being redeemed to, but not including, the Redemption Date.

In addition, on or after the

Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at the option of the Company, at a Redemption

Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to, but not including,

the Redemption Date.

The following definitions apply with

respect to the Redemption Price:

“Par Call Date”

means February 15, 2034.

“Canada Yield Price”

means, in respect of any Notes being redeemed, the price, in respect of the principal amount of the Notes, calculated by the Company as

of the third Business Day prior to the Redemption Date of such Notes, equal to the sum of the present values of the remaining scheduled

payments of interest (not including any portion of the payments of interest accrued as of the date of redemption) and principal on the

Notes to be redeemed from the Redemption Date to the Par Call Date using as a discount rate the sum of the Government of Canada Yield

on such business day plus 25.5 basis points.

“Government of Canada

Yield” means, on any date, the bid-side yield to maturity on such date as determined by the arithmetic average (rounded to three

decimal places) of the yields quoted at 10:00 a.m. (Toronto time) by any two investment dealers in Canada selected by the Company,

assuming semi-annual compounding and calculated in accordance with generally accepted financial practice, which a non-callable Government

of Canada bond would carry if issued in Canadian dollars in Canada at 100% of its principal amount on such date with a term to maturity

that most closely approximates the remaining term to the Par Call Date.

The Company’s actions

and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

If (a) as a result of

any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (including of any

political subdivision or taxing authority thereof or therein), or any change in the official application (including a ruling by a court

of competent jurisdiction in the United States) or interpretation of such laws, regulations or rulings, which change or amendment is announced

or becomes effective on or after April 20, 2026, the Company becomes or will become obligated to pay Additional Amounts on the Notes

or (b) any act is taken by a taxing authority of the United States (including of any political subdivision or taxing authority thereof

or therein) on or after April 20, 2026, whether or not such act is taken with respect to the Company or any affiliate of the Company,

that results in a substantial likelihood that the Company will or may be required to pay Additional Amounts on the Notes, then, the Company

may, at its option, redeem the Notes, as a whole but not in part, on not less than 15 nor more than 60 days’ prior notice,

at a redemption price (the “Tax Redemption Price”) equal to 100% of the principal amount of the Notes, together with

interest, accrued thereon (and Additional Amounts, if any) to the date fixed for redemption; provided that the Company determines, in

its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available

to the Company, not including substitution of the obligor under this Security or any action that would entail a material cost to the Company.

No redemption will be made unless (i) the Company shall have received an opinion of independent counsel to the effect that the circumstances

described in either of the above clauses (a) or (b) exist and (ii) the Company shall have delivered to the Trustee an Officers’

Certificate, stating that based on such opinion the Company is entitled to redeem the Notes pursuant to its terms. If the Company redeems

the Notes under the circumstances described in this paragraph, then, notwithstanding any provision to the contrary set forth above in

this paragraph, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to the

Redemption Date for the Notes will be payable to the registered Holder of the Notes (or one or more predecessor securities) of record

at the close of business on the relevant Record Date, all as provided in the Indenture.

If notice of redemption has

been given as provided in the Base Indenture and the preceding paragraph and funds for the redemption of any Notes called for redemption

shall have been made available on the Redemption Date referred to in such notice, such Notes shall cease to bear interest on the Redemption

Date and the only right of the Holders of the Notes from and after the Redemption Date shall be to receive payment of the Redemption Price

or Tax Redemption Price, as applicable, upon surrender of such Notes in accordance with such notice.

6.            All

payments of principal and interest with respect to the Notes will be made without withholding or deduction for, or on account of, any

present or future taxes, duties, assessments or governmental charges of whatever nature (together, a “Tax”) imposed

by the United States or any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is required

by (i) the laws (or any regulations or rulings promulgated thereunder) of the United States or any political subdivision or taxing

authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement

of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing

authority in the United States or any political subdivision thereof). If a withholding or deduction is required, the Company will, subject

to certain exceptions and limitations set forth below, pay to a Holder of the Notes that is beneficially owned by a United States Alien

(as defined below), as additional interest, such amounts (“Additional Amounts”) as may be necessary in order that every

net payment on the Notes (including payment of the principal of and interest on the Notes) by the Company or a Paying Agent, after deduction

or withholding for or on account of any Tax imposed upon or as a result of such payment by the United States (or any political subdivision

or taxing authority thereof or therein), will not be less than the amount provided in the Notes to be then due and payable; provided,

however, that the foregoing obligation to pay Additional Amounts will not apply to:

a. any Tax

that would not have been so imposed but for:

·     the existence of any present or former connection between a Holder or beneficial owner of the Notes (or between a fiduciary, settlor or beneficiary of, or a person holding a power over, such Holder, if such Holder is an estate or a trust, or a member or shareholder of such Holder, if such Holder is a partnership or corporation) and the United States or any political subdivision or taxing authority thereof or therein, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, person holding a power, member or shareholder) being or having been a citizen or resident of the United States or treated as a resident thereof or being or having been engaged in a trade or business or present therein or having or having had a permanent establishment therein; or

·     a Holder’s or beneficial owner’s past or present status, as applicable (under prior or current law), as a personal holding company, foreign personal holding company, foreign private foundation or other foreign tax-exempt organization with respect to the United States, passive foreign investment company or controlled foreign corporation for United States tax purposes or corporation that accumulates earnings to avoid United States Federal income tax;

b. any estate,

inheritance, gift, excise, sales, transfer, wealth, capital gains or personal property Tax or any similar Tax;

c. any Tax

that would not have been imposed but for the presentation by a Holder of the Notes for payment more than 30 days after the date on

which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later;

d. any Tax

that is payable otherwise than by withholding or deduction from a payment on the Notes;

e. any Tax

required to be withheld by any Paying Agent from a payment on the Notes, if such payment could be made without such withholding by any

other Paying Agent;

f. any Tax

that would not have been imposed but for a failure to comply with applicable certification, information, documentation, identification

or other reporting requirements concerning the nationality, residence, identity or connection with the United States of a Holder or beneficial

owner of the Notes or any intermediary of such Holder or beneficial owner if such compliance is required by statute or regulation of the

United States or by an applicable income tax treaty to which the United States is a party as a precondition to relief or exemption from

such Tax (including, for the avoidance of doubt, any backup withholding Tax imposed pursuant to Section 3406 of the U.S.

Internal Revenue Code of 1986, as amended (the “Code”) (or any amended or successor provision));

g. any Tax

imposed on a Holder or beneficial owner that actually or constructively owns 10 percent or more of the combined voting power of all

classes of the Company’s stock or that is a bank receiving interest on an extension of credit made pursuant to a loan agreement

entered into in the ordinary course of its trade or business; or

h. any combination

of items (a), (b), (c), (d), (e), (f) and (g);

nor shall Additional Amounts be paid with respect

to a payment on the Notes to a Holder or beneficial owner that is a fiduciary or partnership or other than the sole beneficial owner of

such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner

would not have been entitled to Additional Amounts (or payment of Additional Amounts would not have been necessary) had such beneficiary,

settlor, member or beneficial owner been the Holder of the Notes.

Notwithstanding anything to

the contrary in the preceding paragraph, the Company, the Trustee and any person making payments on behalf of the Company shall be entitled

to deduct and withhold as required, and shall not be required to pay any Additional Amounts with respect to any withholding or deduction

imposed on or in respect of the Notes, pursuant to Sections 1471 through 1474 of the Code and applicable U.S. Treasury Regulations

issued thereunder (commonly referred to as “FATCA”) (or any amended or successor provisions), any treaty, law, regulation

or other official guidance enacted by any jurisdiction implementing FATCA, any agreement between the Company or any other person and the

United States or any jurisdiction implementing FATCA, or any law implementing an intergovernmental approach to FATCA.

A “United States

Alien” means any person that, for United States federal income tax purposes, is a foreign corporation, a non-resident alien

individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which

is, for United States federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary

of a foreign estate or trust.

The

Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable

to the Notes. Except as specifically provided under this Paragraph 6, the Company shall not be required to make any payment for any tax,

duty, assessment or governmental charge of whatever nature imposed by any government or a political subdivision or taxing authority of

or in any government or political subdivision.

7.            The

Notes shall not provide for any sinking fund or analogous provision. None of the Notes shall be redeemable at the option of the Holder.

8.            The

Notes shall be issuable in registered form substantially in the form set out in Exhibit A of the Ninth Supplemental Indenture

without coupons, in minimum denominations of C$2,000 and any integral multiple of C$1,000 in excess thereof.

9.            The

principal amount of, and the Redemption Price or Tax Redemption Price, if any, on, the Notes shall be payable upon declaration of acceleration

pursuant to Section 502 of the Base Indenture.

10.          The

Notes shall be denominated in and principal of or interest on the Notes (or Redemption Price or Tax Redemption Price, if applicable) shall

be payable in Canadian dollars (“CAD”). If CAD is unavailable to the Company due to the imposition of exchange controls

or other circumstances beyond the Company’s control or for the settlement of transactions by public institutions of or within the

international banking community, then all payments in respect of the Notes shall be made in U.S. Dollars until CAD is again available

to the Company or so used. In such circumstances, the amount payable on any date in CAD shall be converted into U.S. Dollars on the basis

of the then most recently available market exchange rate for CAD, as determined by the Company in its sole discretion. Any payment in

respect of the Notes so made in U.S. Dollars shall not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall

be responsible for obtaining exchange rates, effecting conversions or otherwise handling redenominations.

11.          Except

as provided in paragraph 5 of this Officers’ Certificate, the amount of payments of principal of or interest on the Notes (or Redemption

Price or Tax Redemption Price, if applicable) shall not be determined with reference to an index or formula.

12.          Except

as set forth herein, in the Indenture or in the Notes, none of the principal of or interest on the Notes (or Redemption Price or Tax Redemption

Price, if applicable) shall be payable at the election of the Company or a Holder thereof in a currency or currencies, currency unit or

units or composite currency or currencies other than that in which the Notes are denominated or stated to be payable.

13.          Except

as set forth in the Indenture or the Trust Indenture Act, the Notes shall not contain any provisions granting special rights to the Holders

of Notes upon the occurrence of specified events.

14.          The

Notes shall not contain any deletions from, modifications of or additions to the Events of Default or covenants of the Company contained

in the Indenture.

15.          Except

as set forth herein, in the Indenture or in the Notes, the Notes shall not be issued in the form of bearer Securities or temporary global

Securities.

16.          Sections

1402 and 1403 of the Base Indenture shall be applicable to the Notes.

17.          The

Notes shall not be issued upon the exercise of debt warrants.

18.          Article Sixteen

of the Base Indenture shall not be applicable to the Notes.

19.          The

other terms and conditions of the Notes shall be substantially as set forth in the Indenture, in the Prospectus dated August 15,

2025 (provided the provisions under the heading “Description of Debt Securities of Prologis, L.P.–Guarantees” therein

do not apply to the Notes) and the Prospectus Supplement dated April 20, 2026 relating to the Notes.

[The remainder of this page intentionally

left blank.]

IN WITNESS WHEREOF, the undersigned

have executed this Officers’ Certificate on the date first written above.

By:

Name:

David Malinger

Title:

Senior Vice President and Assistant Secretary

By:

Name:

Jessica Polgar

Title:

Assistant Secretary

[Signature Page to Officers’ Certificate – 4.250% Notes

due 2034]

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2611977d8_ex4-2.htm · Sequence: 4

Exhibit 4.2

[FACE OF GLOBAL NOTE]

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO PROLOGIS, L.P. (THE “COMPANY”) OR ITS AGENT

FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CDS & CO. OR IN SUCH

OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY

AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CDS & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS

A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF CDS & CO., AS NOMINEE OF CDS. UNLESS AND UNTIL THIS SECURITY IS EXCHANGED

IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE, CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE

BY CDS TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO CDS OR ANOTHER NOMINEE OF CDS OR BY CDS OR A NOMINEE OF CDS TO A SUCCESSOR DEPOSITARY

OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

EXCEPT IN THE PROVINCE OF MANITOBA, UNLESS PERMITTED

UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE THE DATE THAT IS 4 MONTHS AND

A DAY AFTER THE LATER OF (I) APRIL 27, 2026 AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY

OF CANADA.

IN THE PROVINCE OF MANITOBA, UNLESS OTHERWISE

PERMITTED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION OR WITH THE PRIOR WRITTEN CONSENT OF THE APPLICABLE REGULATORS, THE HOLDER

OF THESE NOTES MUST NOT TRADE THE NOTES BEFORE THE DATE THAT IS TWELVE MONTHS AND A DAY AFTER THE DATE THE HOLDER ACQUIRED THE NOTE.

All references

to “CAD”, “C$” and “Canadian dollars” in this Security are to the lawful currency of Canada, and all

references in this Security to “U.S. dollars” and “U.S.$” are to the lawful currency of the United States of America.

REGISTERED

PRINCIPAL AMOUNT

No. R-1

C$850,000,000

ISIN No.: CA74340XCT69

CUSIP No.: 74340XCT6

PROLOGIS, L.P.

4.250% NOTE DUE 2034

PROLOGIS,

L.P., a limited partnership organized and existing under the laws of the State of Delaware (hereinafter called the “Company,”

which term shall include any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to CDS &

CO., or registered assigns, upon presentation, the principal sum of EIGHT HUNDRED AND FIFTY MILLION Canadian dollars (C$850,000,000) on

May 15, 2034 and to pay interest on the outstanding principal amount thereon at the rate of 4.250% per annum, until the entire principal

hereof is paid or made available for payment. Interest shall accrue from and including April 27, 2026 or from and including the most

recent Interest Payment Date to which interest has been paid or duly provided for, and be payable semi-annually in arrears on May 15

and November 15 of each year, commencing on November 15, 2026. The interest so payable, and punctually paid or duly provided

for on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more

Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest which shall be May 1

or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on this Security

will be computed on the basis of a 360-day year consisting of twelve 30-day months. For an interest period that is not a full semi-annual

period, interest on this Security shall be computed on the basis of a 365-day year and the actual number of days in such interest period.

If any Interest Payment Date, maturity date or earlier date of redemption falls on a day that is not a Business Day, the required payment

shall be made on the next Business Day as if it were made on the date the payment was due and no interest shall accrue on the amount

so payable for the period from and after that Interest Payment Date, that maturity date or that date of redemption, as the case may be,

until the next Business Day. For purposes of the Securities (as defined below), “Business Day” means any day, other than a

Saturday or Sunday, which is not a day on which banking institutions in The City of New York, Los Angeles, California, Toronto, Ontario,

or place of payment are authorized or required by law, regulation or executive order to close. Any such interest not so punctually paid

or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person

in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for

the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series

not more than 15 days and not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner

not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be

required by such exchange, all as more fully provided in the Indenture.

Payment of the principal of,

or premium or Redemption Price, if applicable, on, and interest on this Security shall be made at the office or agency maintained for

such purpose in Toronto, Ontario, initially the Corporate Trust Office of the Paying Agent, located at 1100 – 67 Yonge Street,

Toronto, Ontario, in CAD.

For

the purposes of disclosure under the Interest Act (Canada), the yearly rate of interest to which the rate used in such computation is

equivalent during any particular period is the rate so used (y) multiplied by the actual number of days in the calendar year in which

the period for which such interest or fee is payable (or compounded) ends, and (z) divided by the number of days based on which such

rate is calculated. The foregoing sentence is for purposes of disclosure under the Interest Act (Canada) only and not for any other purpose

and shall not otherwise affect the terms of the Securities of this series.

Payments of principal of,

premium or Redemption Price, if any, and interest in respect of this Security shall be made by wire transfer of immediately available

funds in CAD. If CAD is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s

control or for the settlement of transactions by public institutions of or within the international banking community, then all payments

in respect of the Securities shall be made in U.S. Dollars until CAD is again available to the Company or so used. In such circumstances,

the amount payable on any date in CAD shall be converted into U.S. Dollars on the basis of the then most recently available market exchange

rate for CAD, as determined by the Company in its sole discretion. Any payment in respect of the Securities so made in U.S. Dollars shall

not constitute an event of default under the Indenture (as defined below). Neither the Trustee nor the Paying Agent shall be responsible

for obtaining exchange rates, effecting conversions or otherwise handling redenominations.

Each

Security of this series is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued

and to be issued in one or more series under an Indenture, dated as of June 8, 2011 (herein called the “Base Indenture”),

among the Company, Prologis, Inc. (herein called the “Parent,” which term includes any successor under the Indenture)

and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (herein called

the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series of which this Security

is a part), as amended by the fifth supplemental indenture, dated as of August 15, 2013, and as further amended by the ninth supplemental

indenture, dated as of November 3, 2022 (together with the Base Indenture, the “Indenture”), among the Company, the Parent

and the Trustee, as further supplemented by an Officers’ Certificate, dated April 27, 2026, to which Indenture and all indentures

supplemental thereto and such Officers’ Certificate reference is hereby made for a statement of the respective rights, limitations

of rights, duties and immunities thereunder of the Company, the Parent, the Trustee, the Paying Agent and the Holders of the Securities

and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated

on the first page hereof, initially limited in aggregate principal amount to C$850,000,000, subject to the Company’s right

to increase the aggregate principal amount of such series from time to time.

At any time prior to the Par

Call Date, the Securities of this series may be redeemed in whole at any time or in part from time to time at the option of the Company

at a Redemption Price calculated by the Company and equal to the greater of:

(1)       the

Canada Yield Price, and

(2)       100%

of the principal amount of such Securities to be redeemed,

plus, in either case, accrued and unpaid interest,

if any, on the principal amount being redeemed to, but not including, the Redemption Date.

In addition, on or after the

Par Call Date, the Securities of this series may be redeemed in whole at any time or in part from time to time, at the option of the Company,

at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest, if any,

to, but not including the Redemption Date.

The following definitions

apply with respect to the Redemption Price:

“Par Call Date”

means February 15, 2034.

“Canada Yield Price”

means, in respect of any Securities being redeemed, the price, in respect of the principal amount of the Securities, calculated by the

Company as of the third Business Day prior to the Redemption Date of such Securities, equal to the sum of the present values of the remaining

scheduled payments of interest (not including any portion of the payments of interest accrued as of the date of redemption) and principal

on the Securities to be redeemed from the Redemption Date to the Par Call Date using as a discount rate the sum of the Government of Canada

Yield on such business day plus 25.5 basis points.

“Government of Canada

Yield” means, on any date, the bid-side yield to maturity on such date as determined by the arithmetic average (rounded to three

decimal places) of the yields quoted at 10:00 a.m. (Toronto time) by any two investment dealers in Canada selected by the Company,

assuming semi-annual compounding and calculated in accordance with generally accepted financial practice, which a non-callable Government

of Canada bond would carry if issued in Canadian dollars in Canada at 100% of its principal amount on such date with a term to maturity

that most closely approximates the remaining term to the Par Call Date.

The Company’s actions

and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Notice of redemption will

be mailed at least 10 but not more than 60 days before the redemption date to the Holder of record of the Securities of this series to

be redeemed at its registered address.

The Securities are subject

in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Securities.

Except as specifically provided for herein, the Company shall not be required to make any payment for any tax, duty, assessment or governmental

charge of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political

subdivision.

All payments of principal

and interest with respect to the Securities will be made without withholding or deduction for, or on account of, any present or future

taxes, duties, assessments or governmental charges of whatever nature (together, a “Tax”) imposed by the United States or

any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is required by (i) the laws

(or any regulations or rulings promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or

therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations

or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in the United States

or any political subdivision thereof). If a withholding or deduction is required, the Company will, subject to certain exceptions and

limitations set forth below, pay to the Holder of this Security that is beneficially owned by a United States Alien (as defined below),

as additional interest, such amounts (“Additional Amounts”) as may be necessary in order that every net payment on this Security

(including payment of the principal of and interest on such Security) by the Company or a Paying Agent, after deduction or withholding

for or on account of any Tax imposed upon or as a result of such payment by the United States (or any political subdivision or taxing

authority thereof or therein), will not be less than the amount provided in this Security to be then due and payable; provided, however,

that the foregoing obligation to pay Additional Amounts will not apply to:

a.    any Tax

that would not have been so imposed but for:

·      the existence of any present or former connection between such Holder or beneficial owner of this Security (or between a fiduciary, settlor or beneficiary of, or a person holding a power over, such Holder, if such Holder is an estate or a trust, or a member or shareholder of such Holder, if such Holder is a partnership or corporation) and the United States or any political subdivision or taxing authority thereof or therein, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, person holding a power, member or shareholder) being or having been a citizen or resident of the United States or treated as a resident thereof or being or having been engaged in a trade or business or present therein or having or having had a permanent establishment therein; or

·      such Holder’s or beneficial owner’s past or present status, as applicable (under prior or current law), as a personal holding company, foreign personal holding company, foreign private foundation or other foreign tax-exempt organization with respect to the United States, passive foreign investment company or controlled foreign corporation for United States tax purposes or corporation that accumulates earnings to avoid United States federal income tax;

b.    any estate,

inheritance, gift, excise, sales, transfer, wealth, capital gains or personal property Tax or any similar Tax;

c.    any Tax

that would not have been imposed but for the presentation by the Holder of this Security for payment more than 30 days after the

date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later;

d.    any Tax

that is payable otherwise than by withholding or deduction from a payment on this Security;

e.    any Tax

required to be withheld by any Paying Agent from a payment on this Security, if such payment could be made without such withholding by

any other Paying Agent;

any Tax that would not have been imposed but for a failure to comply with applicable certification, information, documentation, identification

or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or

beneficial owner of this Security or any intermediary of such Holder or beneficial owner if such compliance is required by statute or

regulation of the United States or by an applicable income tax treaty to which the United States is a party as a precondition to relief

or exemption from such Tax (including, for the avoidance of doubt, any backup withholding Tax imposed pursuant to Section 3406 of

the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (or any

amended or successor provision));

g.    any Tax

imposed on a Holder or beneficial owner that actually or constructively owns 10 percent or more of the combined voting power of all

classes of the Company’s stock or that is a bank receiving interest on an extension of credit made pursuant to a loan agreement

entered into in the ordinary course of its trade or business; or

h.    any combination

of items (a), (b), (c), (d), (e), (f) and (g);

nor shall Additional Amounts be paid with respect

to a payment on this Security to a Holder or beneficial owner that is a fiduciary or partnership or other than the sole beneficial owner

of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial

owner would not have been entitled to Additional Amounts (or payment of Additional Amounts would not have been necessary) had such beneficiary,

settlor, member or beneficial owner been the Holder of this Security.

Notwithstanding anything to

the contrary in the preceding paragraph, the Company, the Trustee and any person making payments on behalf of the Company shall be entitled

to deduct and withhold as required, and shall not be required to pay any Additional Amounts with respect to any withholding or deduction

imposed on or in respect of this Security, pursuant to Sections 1471 through 1474 of the Code and applicable U.S. Treasury Regulations

issued thereunder (commonly referred to as “FATCA”) (or any amended or successor provisions), any treaty, law, regulation

or other official guidance enacted by any jurisdiction implementing FATCA, any agreement between the Company or any other person and the

United States or any jurisdiction implementing FATCA, or any law implementing an intergovernmental approach to FATCA.

A “United States Alien”

means any person that, for United States federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident

alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States federal

income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust.

If (a) as a result of

any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (including of any

political subdivision or taxing authority thereof or therein), or any change in the official application (including a ruling by a court

of competent jurisdiction in the United States) or interpretation of such laws, regulations or rulings, which change or amendment is announced

or becomes effective on or after April 20, 2026, the Company becomes or will become obligated to pay Additional Amounts on this Security

or (b) any act is taken by a taxing authority of the United States (including of any political subdivision or taxing authority thereof

or therein) on or after April 20, 2026, whether or not such act is taken with respect to the Company or any affiliate of the Company,

that results in a substantial likelihood that the Company will or may be required to pay Additional Amounts on this Security, then, the

Company may, at its option, redeem this Security, as a whole but not in part, on not less than 15 nor more than 60 days’ prior

notice, at a redemption price equal to 100% of the principal amount hereof, together with interest, accrued thereon (and Additional Amounts,

if any) to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation to pay such

Additional Amounts cannot be avoided by the use of reasonable measures available to the Company, not including substitution of the obligor

under this Security or any action that would entail a material cost to the Company. No redemption will be made unless (i) the Company

shall have received an opinion of independent counsel to the effect that the circumstances described in either of the above clauses (a) or

(b) exist and (ii) the Company shall have delivered to the Trustee an Officers’ Certificate, stating that based on such

opinion the Company is entitled to redeem this Security pursuant to its terms. If the Company redeems this Security under the circumstances

described in this paragraph, then, notwithstanding any provision to the contrary set forth above in this paragraph, installments of interest

on this Security that are due and payable on any Interest Payment Date falling on or prior to the Redemption Date for this Security will

be payable to the registered Holder of this Security (or one or more predecessor securities) of record at the close of business on the

relevant Regular Record Date, all as provided in the Indenture. Unless the Company defaults in the payment of the redemption price, interest

on this Security called for redemption will cease to accrue on the Redemption Date.

The Indenture contains provisions

for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants

and the related defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions

set forth in the Indenture, which provisions apply to this Security.

If an Event of Default with

respect to Securities of this series shall occur and be continuing, the principal amount, and premium or Redemption Price, if any, on

all of the Securities of this series at the time Outstanding may be declared due and payable in the manner and with the effect provided

in the Indenture.

As provided in and subject

to the provisions of the Indenture, unless the principal of all of the Securities of this series at the time Outstanding shall already

have become due and payable, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture

or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the

Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25%

in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute

proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have

received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent

with such request, and the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request

and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any

payment of principal hereof or any interest on or after the respective due dates expressed herein.

The Indenture permits, with

certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the

rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, the Parent and the

Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series of

Securities then Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in

principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series,

to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.

Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders

of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether

or not notation of such consent or waiver is made upon this Security.

No reference herein to the

Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute

and unconditional, to pay the principal of, premium or Redemption Price, if applicable, on, and interest on this Security at the times,

place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture

and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Registrar, upon surrender

of this Security for registration of transfer at the office or agency of the Company in any Place of Payment where the principal of, premium

or Redemption Price, if applicable, on, and interest on this Security are payable duly endorsed by, or accompanied by a written instrument

of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized

in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal

amount, will be issued to the designated transferee or transferees.

The Securities of this series

are issuable only in registered form without coupons in minimum denominations of C$2,000 and any integral multiple of C$1,000 in excess

thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable

for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder

surrendering the same.

No service charge shall be

made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other

governmental charge payable in connection therewith.

Prior to due presentment of

this Security for registration of transfer, the Company, the Trustee, the Paying Agent and any agent of the Company, the Trustee or the

Paying Agent may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this

Security be overdue, and neither the Company, the Trustee, the Paying Agent nor any such agent shall be affected by notice to the contrary.

No recourse under or upon

any obligation, covenant or agreement contained in the Indenture or in this Security, or because of any indebtedness evidenced thereby,

shall be had against any promoter, as such, or against any past, present or future stockholder, partner, director, officer, employee,

agent thereof or trustee, as such, of the Company or any Guarantor or of any successor thereof, either directly or through the Company

or any Guarantor or any successor thereof, under any rule of law, statute or constitutional provision or by the enforcement of any

assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance

of this Security by the Holder thereof and as part of the consideration for the issue of the Securities of this series.

All terms used in this Security

which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

THE INDENTURE AND THE SECURITIES, INCLUDING

THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

Pursuant to a recommendation

promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused “CUSIP” numbers to be printed

on the Securities of this series as a convenience to the Holders of such Securities. No representation is made as to the correctness or

accuracy of such CUSIP numbers as printed on the Securities of this series, and reliance may be placed only on the other identification

numbers printed hereon.

[This space intentionally left blank.]

Unless the certificate of authentication hereon

has been executed by or on behalf of the Trustee or an authenticating agent by manual signature, this Security shall not be entitled to

any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this

instrument to be duly executed by the undersigned officer.

PROLOGIS, L.P.

By: Prologis, Inc., its sole

general partner

By:

Name:

David Malinger

Title:

Senior Vice President and Assistant Secretary

Attest

By:

Name:

Jessica Polgar

Title:

Assistant Secretary

Dated: April 27, 2026

[Signature Page to Global Note due 2034 (R-1)]

CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of the series designated

therein referred to in the within- mentioned Indenture.

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

By: ODYSSEY TRUST COMPANY,

as Authenticating Agent

By:

Authorized Officer

[Signature Page to Global Note due 2034 (R-1)]

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells,

assigns and transfers unto

PLEASE INSERT SOCIAL

SECURITY OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE

(Please Print or

Typewrite Name and Address including Zip Code of Assignee)

the

within-mentioned Security of Prologis, L.P. and ____________ hereby does irrevocably

constitute and appoint Attorney to transfer said Security on the books of the within-named Company with full power of substitution

in the premises.

Dated: _____________

NOTICE: The signature to this assignment must

correspond with the name as it appears on the first page of the within-mentioned Security in every particular, without alteration

or enlargement or any change whatever.

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2611977d8_ex5-1.htm · Sequence: 5

Exhibit 5.1

Mayer Brown LLP

1221 Avenue of the Americas

New York, NY 10020

Main Tel +1 212 506 2500

Main Fax +1 212 262 1910

www.mayerbrown.com

April 27, 2026

Board of Directors

Prologis, Inc.

Pier 1, Bay 1

San Francisco, California 94111

Re: Registration

Statement on

Form S-3

(File No. 333-289636)

Ladies and Gentlemen:

We have acted as special counsel to Prologis, Inc.,

a Maryland corporation (the “Parent”), and its operating partnership, Prologis, L.P., a Delaware limited partnership

(the “Issuer”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities

Act”), of C$850,000,000 aggregate principal amount of the Issuer’s 4.250% Notes due 2034 (the “Notes”),

as described in the prospectus dated August 15, 2025 (the “Prospectus”), as supplemented by the prospectus supplement

relating to the Notes, dated as of April 20, 2026 (the “Prospectus Supplement”), contained in the Issuer’s

and the Parent’s Registration Statement on Form S-3 (File No. 333-289636) (the “Registration Statement”).

The Notes will be issued under the Indenture, dated as of June 8, 2011 (the “Base Indenture”), among the Issuer

and the Parent and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee

(the “Trustee”), as supplemented by the fifth supplemental indenture, dated as of August 15, 2013, as further

supplemented by the ninth supplemental indenture, dated as of November 3, 2022 (the Base Indenture as supplemented by the fifth supplemental

indenture and ninth supplemental indenture, the “Indenture”) and as further supplemented by that certain Officers’

Certificate dated April 27, 2026 establishing the Notes as a separate series of debt securities under the Indenture and setting forth

the terms thereof (the “Officers’ Certificate”).

We have also participated in the preparation and

filing with the Securities and Exchange Commission (the “SEC”) under the Securities Act of the Registration Statement,

relating to the debt securities of which the Notes are a part. In rendering our opinions set forth below, we have examined originals or

copies identified to our satisfaction of (i) the Registration Statement, including the Prospectus; (ii) the Prospectus Supplement;

(iii) the Parent’s Articles of Incorporation, as amended and supplemented; (iv) the Parent’s Eleventh Amended and

Restated Bylaws; (v) the certificate of limited partnership of the Issuer; (vi) the Thirteenth Amended and Restated Agreement

of Limited Partnership, as amended, of the Issuer; (vii) resolutions of the Parent’s Board of Directors and committees thereof;

(viii) the Indenture; (ix) the Officers’ Certificate; (x) the form of the Notes; and (xi) the Sub-Paying Agency

Agreement, dated as of April 27, 2026 (the “Sub-Paying Agency Agreement”), among the Issuer, the Trustee and Odyssey

Trust Company (the “Authenticating Agent”). In addition, we have examined and relied upon other documents, certificates,

corporate records, opinions and instruments, obtained from the Issuer and the Parent or other sources believed by us to be reliable, as

we have deemed necessary or appropriate for the purpose of this opinion. In rendering this opinion, we have assumed the genuineness of

all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all

documents submitted to us as copies.

Mayer

Brown is a global services provider comprising an association of legal practices that are separate entities including

Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown Hong Kong LLP (a Hong Kong limited

liability partnership) and Tauil & Chequer Advogados (a Brazilian law partnership).

Mayer

Brown llp

Board

of Directors

Prologis, Inc.

April 27,

2026

Page 2

Based upon and subject to the foregoing and to

the assumptions, conditions and limitations set forth herein, we are of the opinion that the Notes have been duly authorized and, when

executed by the Issuer and authenticated by the Authenticating Agent in the manner provided for in the Indenture and the Sub-Paying Agency

Agreement and delivered against payment therefore, will constitute valid and binding obligations of the Issuer, enforceable in accordance

with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium

or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

We hereby consent to the filing of this opinion

as an exhibit to the Registration Statement and to being named in the related Prospectus and Prospectus Supplement under the caption “Legal

Matters” with respect to the matters stated therein. In giving this consent, we do not thereby

admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent

is required under Section 7 of the Securities Act or the rules and regulations of the SEC.

The opinions contained herein are limited to Federal

laws of the United States and the laws of the State of New York, the Delaware Revised Uniform Limited Partnership Act and the Maryland

General Corporation Law. We are not purporting to opine on any matter to the extent that it involves the laws of any other jurisdiction.

This opinion

is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters

relating to the Parent, the Issuer or any other person, or any other document or agreement involved with issues addressed herein. We assume

no obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which

may alter, affect or modify the opinions expressed herein.

Sincerely,

/s/ Mayer Brown LLP

Mayer Brown LLP

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v3.26.1

Cover

Apr. 20, 2026

Entity Information [Line Items]

Document Type

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Document Period End Date

Apr. 20, 2026

Entity File Number

001-13545

Entity Registrant Name

PROLOGIS,

INC.

Entity Central Index Key

0001045609

Entity Tax Identification Number

94-3281941

Entity Incorporation, State or Country Code

Entity Address, Address Line One

Pier

Entity Address, Address Line Two

Bay

Entity Address, City or Town

San

Francisco

Entity Address, State or Province

Entity Address, Postal Zip Code

94111

City Area Code

415

Local Phone Number

394-9000

Written Communications

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Soliciting Material

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Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

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Entity Emerging Growth Company

false

Common Stock [Member]

Entity Information [Line Items]

Title of 12(b) Security

Common Stock, $0.01 par value

Trading Symbol

PLD

Security Exchange Name

NYSE

Prologis L P [Member]

Entity Information [Line Items]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 20, 2026

Entity File Number

001-14245

Entity Registrant Name

PROLOGIS,

L.P.

Entity Central Index Key

0001045610

Entity Tax Identification Number

94-3285362

Entity Incorporation, State or Country Code

Entity Address, Address Line One

Pier 1

Entity Address, Address Line Two

Bay 1

Entity Address, City or Town

San Francisco

Entity Address, State or Province

Entity Address, Postal Zip Code

94111

City Area Code

415

Local Phone Number

394-9000

Written Communications

false

Soliciting Material

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Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

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Entity Emerging Growth Company

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Prologis L P [Member] | Notes 2. 250 Percent Due 2029 [Member]

Entity Information [Line Items]

Title of 12(b) Security

2.250% Notes due 2029

Trading Symbol

PLD/29

Security Exchange Name

NYSE

Prologis L P [Member] | Notes 5. 625 Percent Due 2040 [Member]

Entity Information [Line Items]

Title of 12(b) Security

5.625% Notes due 2040

Trading Symbol

PLD/40

Security Exchange Name

NYSE

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_EntityInformationLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

dei_LegalEntityAxis=pld_PrologisLPMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=pld_Notes2.250PercentDue2029Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

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