v3.26.3
General
9 Months Ended
Sep. 30, 2026
Accounting Policies [Abstract]  
General

NOTE 1. GENERAL

 

Business. Prologis, Inc. (or the “Parent”) commenced operations as a fully integrated real estate company in 1997, elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code” or “IRC”), and believes the current organization and method of operation will enable it to maintain its status as a REIT. The Parent is the general partner of Prologis, L.P. (or the “Operating Partnership” or “OP”). Through the OP, we are engaged in the ownership, acquisition, development and management of logistics facilities with a focus on key markets in 20 countries on four continents. We invest in real estate through wholly owned subsidiaries and other entities through which we co-invest with partners and investors ("co-investment ventures"). We maintain a significant level of ownership in these co-investment ventures, which may be consolidated or unconsolidated based on our level of control of the entity. Our current business strategy consists of two reportable segments: Real Estate (Rental Operations and Development) and Strategic Capital. Our Real Estate Segment represents the ownership, leasing and development of logistics properties. Our Strategic Capital Segment represents the management of properties owned by our unconsolidated co-investment ventures and other ventures. See Note 11 for further discussion of our reportable segments. Unless otherwise indicated, the Notes to the Consolidated Financial Statements apply to both the Parent and the OP. The terms “the Company,” “Prologis,” “we,” “our” or “us” means the Parent and OP collectively.

 

For each share of preferred or common stock the Parent issues, the OP issues a corresponding preferred or common partnership unit, as applicable, to the Parent in exchange for the contribution of the proceeds from the stock issuance. At September 30, 2026, the Parent owned a 98.03% common general partnership interest in the OP and substantially all of the preferred units in the OP. The remaining 1.97% common limited partnership interests are owned by unaffiliated investors and certain current and former directors and officers of the Parent. Each partner’s percentage interest in the OP is determined based on the number of OP units held compared to total OP units outstanding at each period end and is used as the basis for the allocation of net income or loss to each partner. At the end of each reporting period, a capital adjustment is made in the OP to reflect the appropriate ownership interest for each of the common unitholders. These adjustments are reflected in the line items Reallocation of Equity in the Consolidated Statements of Equity of the Parent and Reallocation of Capital in the Consolidated Statements of Capital of the OP.

 

As the sole general partner of the OP, the Parent has complete responsibility and discretion in the day-to-day management and control of the OP, and we operate the Parent and the OP as one enterprise. The management of the Parent consists of the same members as the management of the OP. These members are officers of the Parent and employees of the OP or one of its subsidiaries. As general partner with control of the OP, the Parent is the primary beneficiary and therefore consolidates the OP. Because the Parent’s only significant asset is its investment in the OP, the assets and liabilities of the Parent and the OP are the same on their respective financial statements.

 

Basis of Presentation. The accompanying Consolidated Financial Statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and are presented in our reporting currency, the U.S. dollar. Intercompany transactions with consolidated entities have been eliminated.

 

The accompanying unaudited interim financial information has been prepared according to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. Our management believes that the disclosures presented in these financial statements are adequate to make the information presented not misleading. In our opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for both the Parent and the OP for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited interim financial information should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC, and other public information.

 

Accounting Pronouncements.

 

New Accounting Standards Issued but not yet Adopted

 

Disaggregation of Income Statement Expenses. In November 2024, the FASB issued an ASU to enhance disclosures about certain expense types in commonly presented expense captions on the Consolidated Statements of Income. The ASU requires additional disclosures that disaggregate expense captions into specific components with qualitative descriptions. This standard is effective for the fiscal year ended December 31, 2027, and interim periods thereafter, on a prospective or retrospective basis. We do not expect the standard to have a material impact on our Consolidated Financial Statements as we anticipate the primary change will be additional disclosure.

 

Hedge Accounting Improvements. In November 2025, the FASB issued an ASU to clarify and improve certain aspects of the hedge accounting guidance to more closely align hedge accounting with the economics of an entity's risk management activities. This

standard is effective for the interim period ended March 31, 2027, and interim and annual periods thereafter, on a prospective basis. We do not expect the standard to have a material impact on our Consolidated Financial Statements.

 

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

 

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