8-K/A
Prologis, Inc. (PLD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 18, 2025
PROLOGIS, INC.
PROLOGIS, L.P.
(Exact name of registrant as specified in charter)
| Maryland (Prologis, Inc.) | 001-13545<br> (Prologis, Inc.) | 94-3281941<br> (Prologis, Inc.) |
|---|---|---|
| Delaware (Prologis, L.P.) | 001-14245<br> (Prologis, L.P.) | 94-3285362<br> (Prologis, L.P.) |
| (State or other jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>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 Form8-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 <br>14a-12<br> under the Exchange Act (17 CFR240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>14d-2(b)<br> under the Exchange Act (17 CFR240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>13e-4(c)<br> under the Exchange Act (17 CFR240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading<br><br>Symbol(s) | Name of Each Exchange<br><br>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 Rule12b-2of 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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of <br>Directors<br>; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Effective April 1, 2026, (as reported in our Form 8-K filed on September 18, 2025) Trisha Burns became Chief Accounting Officer of Prologis, Inc. (the “Company”).
In connection with Ms. Burns’ appointment as Chief Accounting Officer, she is eligible for annual long-term incentive (“LTI”) equity awards with an aggregate target amount of $400,000 for 2026. The actual amount payable under performance-based LTI awards to Ms. Burns may be less than, greater than, or equal to such target amount depending upon the achievement of performance objectives, which will be substantially the same as the objectives established for the Company’s other officers (such as those reported in our Proxy Statement filed on March 19, 2026). In addition, Ms. Burns entered into the Company’s standard forms of Change in Control and Noncompetition Agreement and Indemnification Agreement, which forms have been filed as exhibits to our Annual Report on Form 10-K, filed on February 13, 2026.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits .
| Exhibit<br>No. | Description |
|---|---|
| 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 Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| PROLOGIS, INC. | ||
|---|---|---|
| April 1, 2026 | By: | /s/ Deborah K. Briones |
| Name: | Deborah K. Briones | |
| Title: | Chief Legal Officer and General Counsel | |
| PROLOGIS, L.P., | ||
| By: | Prologis, Inc., its general partner | |
| April 1, 2026 | By: | /s/ Deborah K. Briones |
| Name: | Deborah K. Briones | |
| Title: | Chief Legal Officer and General Counsel |