Form 8-K
8-K — Prologis, Inc.
Accession: 0001104659-26-072516
Filed: 2026-06-11
Period: 2026-06-04
CIK: 0001045609
SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)
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 — tm2617407d1_8k.htm (Primary)
EX-1.1 — EXHIBIT 1.1 (tm2617407d1_ex1-1.htm)
EX-4.1 — EXHIBIT 4.1 (tm2617407d1_ex4-1.htm)
EX-4.2 — EXHIBIT 4.2 (tm2617407d1_ex4-2.htm)
EX-4.3 — EXHIBIT 4.3 (tm2617407d1_ex4-3.htm)
EX-4.4 — EXHIBIT 4.4 (tm2617407d1_ex4-4.htm)
EX-4.5 — EXHIBIT 4.5 (tm2617407d1_ex4-5.htm)
EX-4.6 — EXHIBIT 4.6 (tm2617407d1_ex4-6.htm)
EX-5.1 — EXHIBIT 5.1 (tm2617407d1_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):
June 4, 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
2026-06-04
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 Prologis Yen Finance LLC
(the “Issuer”) will close the issuance and sale of the Notes (defined below) on June 11,
2026. The information under Item 8.01 is incorporated herein by reference.
Item 8.01 Other Events.
On June 4, 2026 the Issuer priced an offering
of (i) ¥32,600,000,000 aggregate principal amount of its 2.527% Notes due 2030 (the “2030 Notes”), (ii) ¥3,500,000,000
aggregate principal amount of its 3.389% Notes due 2035 (the “2035 Notes”) and (iii) ¥8,900,000,000 aggregate principal
amount of its 3.905% Notes due 2041 (the “2041 Notes” and, collectively with the 2030 Notes and the 2035 Notes, the “Notes”).
In connection with the offering, the Issuer and the Operating Partnership entered into an Underwriting Agreement, dated June 4, 2026
(the “Underwriting Agreement”), with Mizuho Securities USA LLC, Morgan Stanley & Co. International plc and SMBC Nikko
Securities America, Inc. (the “Underwriters”), pursuant to which the Issuer 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 September 25, 2018 (the “Base Indenture”), among the Issuer, 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 a first supplemental
indenture, dated September 25, 2018 (the Base Indenture, as supplemented by the first supplemental indenture, the “Indenture”).
The net proceeds from the sale of the Notes, after
the underwriting discount and offering expenses, are estimated to be approximately ¥44.7 billion, or $280.6 million, based on the
yen/U.S. dollar rate of exchange as of May 22, 2026, and will be used to repay borrowings
under the Operating Partnership’s Japanese yen revolving credit agreement and for general corporate purposes.
The 2030 Notes will bear interest at a rate of
2.527% per annum and mature on December 13, 2030. The 2035 Notes will bear interest at a rate of 3.389% per annum and mature on December 13,
2035. The 2041 Notes will bear interest at a rate of 3.905% per annum and mature on December 13, 2041. The Notes will be senior unsecured
obligations of the Issuer and will be fully and unconditionally guaranteed by the Operating Partnership.
On or after November 13, 2030 for the 2030
Notes (one month prior to the maturity date), September 13, 2035 for the 2035 Notes (three months prior to the maturity date), and
September 13, 2041 for the 2041 Notes (three months prior to the maturity date), such series of Notes will be redeemable in whole
or in part, at the Issuer’s option, at a redemption price equal to 100% of the principal amount of the series of Notes to be redeemed,
plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but not including, the redemption date.
The Issuer may also redeem the Notes in whole,
but not in part, in the event of certain developments affecting tax law in the United States (or any taxing authority thereof or therein)
at a redemption price equal to 100% of the principal amount of the applicable series of Notes to be redeemed, plus accrued and unpaid
interest, if any, on the principal amount 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 Issuer and the Operating Partnership filed with the Securities and Exchange Commission (the
“SEC”) relating to the public offering from time to time of securities of the Issuer and the Operating Partnership pursuant
to Rule 415 of the Securities Act of 1933, as amended. In connection with filing with the SEC a definitive prospectus supplement,
dated June 4, 2026, and base prospectus, dated August 15, 2025, relating to the public offering of the Notes and corresponding
guarantees, the Operating Partnership is filing the Underwriting Agreement, the forms of Notes and certain other exhibits with this Current
Report 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 June 4, 2026, among Prologis Yen Finance LLC, Prologis, L.P., and Mizuho Securities USA LLC, Morgan
Stanley & Co. International plc and SMBC Nikko Securities America, Inc.
4.1
Officers’ Certificate related to the 2.527% Notes due 2030.
4.2
Form of 2.527% Notes due 2030.
4.3
Officers’ Certificate related to the 3.389% Notes due 2035.
4.4
Form of 3.389% Notes due 2035.
4.5
Officers’ Certificate related to the 3.905% Notes due 2041.
4.6
Form of 3.905% Notes due 2041.
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.
Date: June 11, 2026
By:
/s/ David Malinger
Name:
David Malinger
Title:
Senior Vice President and Assistant Secretary
PROLOGIS, L.P.
By: Prologis, Inc.,
its General Partner
Date: June 11, 2026
By:
/s/ David Malinger
Name:
David Malinger
Title:
Senior Vice President and Assistant Secretary
EX-1.1 — EXHIBIT 1.1
EX-1.1
Filename: tm2617407d1_ex1-1.htm · Sequence: 2
Exhibit 1.1
Execution Version
PROLOGIS YEN FINANCE LLC, as Issuer
PROLOGIS, L.P., as Parent Guarantor
¥32,600,000,000 2.527% Notes due 2030
¥3,500,000,000 3.389% Notes due 2035
¥8,900,000,000 3.905% Notes due 2041
Underwriting
Agreement
Dated June 4, 2026
Mizuho Securities USA LLC
Morgan Stanley & Co. International plc
SMBC Nikko Securities America, Inc.
Prologis Yen Finance LLC
Prologis, L.P.
Underwriting Agreement
June 4, 2026
MIZUHO SECURITIES USA LLC
MORGAN STANLEY &
CO. INTERNATIONAL PLC
SMBC Nikko Securities America, Inc.
c/o Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
United States of America
c/o Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
c/o SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, New York 10172
United States of America
Ladies and Gentlemen:
Introductory.
Prologis Yen Finance LLC, a Delaware limited liability company (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 11 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A
hereto of ¥32,600,000,000 aggregate principal amount of the Issuer’s 2.527% Notes due 2030 (the “2030 Notes”),
¥3,500,000,000 aggregate principal amount of the Issuer’s 3.389% Notes due 2035 (the “2035 Notes”) and ¥8,900,000,000
aggregate principal amount of the Issuer’s 3.905% Notes due 2041 (the “2041 Notes”, and, collectively with the
2030 Notes and the 2035 Notes, the “Debt Securities”). Mizuho Securities USA LLC, Morgan Stanley & Co. International
plc and SMBC Nikko Securities America, Inc. have agreed to act as the representatives of the several Underwriters (in such capacity,
the “Representatives”) in connection with the offering and sale of the Securities (as defined below).
The Securities will be issued
pursuant to an indenture, dated as of September 25, 2018 (the “Base Indenture”), among the Issuer, Prologis,
L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer,
the “Transaction Parties”), 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 first supplemental indenture, dated as of
September 25, 2018 (the “First Supplemental Indenture”, together with the Base Indenture, the “Indenture”),
among the Issuer, the Parent Guarantor and the Trustee, providing for the issuance of debt securities in one or more series, all of which
will be entitled to the benefit of the Guarantees referred to below. The Securities will be issued in book-entry form and registered
in the name of a common depositary or its nominee on behalf of Clearstream Banking S.A. (“Clearstream”) and Euroclear
Bank SA/NV (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally
guarantee on a senior basis (the “Guarantees” and, together with the Debt Securities, the “Securities”),
to each holder of Debt Securities, (i) the full and prompt payment of the principal of and any premium, if any, on any Debt Securities
when and as the same shall become due, whether at the maturity thereof, by acceleration, redemption or otherwise and (ii) the full
and prompt payment of any interest on any Debt Securities when and as the same shall become due and payable.
Prologis, Inc., a Maryland
corporation and the parent company of the Parent Guarantor and the Issuer (“Prologis”), the Transaction Parties, Prologis
Euro Finance LLC and Prologis Sterling Finance LLC 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 of the Issuer, including the Debt Securities, debt securities and guarantees of the Parent Guarantor, including
the Guarantees, and other securities and guarantees of Prologis, Prologis Euro Finance LLC and Prologis Sterling Finance LLC 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 10:40 a.m. (Tokyo time) on June 4, 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”).
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 or Prospectus 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 or Prospectus, 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 or Prospectus
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 or Prospectus, as the case
may be, after the Initial Sale Time.
Each Transaction Party hereby
confirms its agreements with the several Underwriters as follows:
Section 1.
Representations and Warranties. Each of the Transaction Parties, jointly and severally, 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. The Transaction Parties and Prologis 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 any Transaction Party, 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 Parent Guarantor’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. At the date of the Prospectus and, at the Closing Date,
neither the Prospectus 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. 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 any amendments or supplements thereto, made in reliance upon and in conformity with
information furnished to any Transaction Party 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 9(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 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 (iii) 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. The preceding sentence does not apply to statements in
or omissions from the Disclosure Package based upon and in conformity with any Underwriter Information.
(c) Incorporated
Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus
or the Prospectus (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, at the date of the Prospectus 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.
(d) Prologis
and the Parent Guarantor 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 Parent Guarantor or the Issuer or any person acting on either the Parent Guarantor’s
or 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 Parent Guarantor 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; none of
the Transaction Parties or Prologis 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 the Parent Guarantor nor the Issuer has otherwise
ceased to be eligible to use the automatic shelf registration statement form.
(e) The
Parent Guarantor and the Issuer are not Ineligible Issuers. (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 Parent Guarantor, the Issuer or any other offering participant, and (ii) as of the Execution Time, neither the Parent Guarantor
nor the Issuer was or is 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 any of the Transaction Parties 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 or the Prospectus, 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 Transaction Parties. None of the Transaction Parties has distributed, or will 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, 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 each Transaction Party.
(i) [Reserved].
(j) Authorization
of the Base Indenture and Certain Supplemental Indentures. Each of the Base Indenture and the First Supplemental Indenture have been
duly authorized, executed and delivered by each of the Parent Guarantor and the Issuer and constitutes a valid and binding agreement
of the Parent Guarantor and the Issuer, enforceable against each of the Parent Guarantor 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.
(k) Authorization
of the Debt Securities. The Debt 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.
(l) Authorization
of the Guarantees. The Guarantees are in the form contemplated by the Indenture and have been duly authorized for issuance by the
Parent Guarantor pursuant to this Agreement and the Indenture, and when the Debt Securities are executed and authenticated in accordance
with the provisions of the Indenture and the Guarantees are executed and delivered in accordance with the provisions of the Indenture,
the Guarantees will have been duly executed, issued and delivered and will constitute valid and binding obligations of the Parent Guarantor,
enforceable against the Parent Guarantor 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.
(m) 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 and the Prospectus.
(n) No
Material Adverse Change. Except as otherwise disclosed in the Disclosure Package and the Prospectus, subsequent to the respective
dates as of which information is given in the Disclosure Package and the Prospectus: (i) there has been no material adverse change,
or any development involving Prologis, the Transaction Parties or the subsidiaries of the Parent Guarantor 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 Transaction Parties and the subsidiaries of the Parent
Guarantor, considered as one entity (any such change is called a “Material Adverse Change”); (ii) the Transaction
Parties and the subsidiaries of the Parent Guarantor, 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 any Transaction Party or, except for dividends paid to any Transaction Party or subsidiaries of the Parent Guarantor,
any subsidiaries of the Parent Guarantor on any class of capital stock or shares or repurchase or redemption by any Transaction Party
or any of the subsidiaries of the Parent Guarantor of any class of capital stock or shares.
(o) Independent
Accountants. KPMG LLP, who have expressed their opinion with respect to the audited financial statements of (1) the Parent Guarantor
and its consolidated subsidiaries and (2) Prologis 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 and the Prospectus, 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.
(p) Preparation
of the Financial Statements. The consolidated financial statements of the Parent Guarantor and Prologis, together with the related
notes thereto and related schedules incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus,
present fairly the consolidated financial position of the Parent Guarantor, or the consolidated financial position of Prologis, 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 and the Prospectus 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 and the Prospectus. No other financial statements or supporting schedules
are required to be included or incorporated by reference in the Registration Statement.
(q) [Reserved].
(r) Incorporation
and Good Standing of the Parent Guarantor. The Parent Guarantor 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 and the Prospectus, and to
enter into and perform its obligations under each of this Agreement, the Guarantees and the Indenture. The Parent Guarantor 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 Parent
Guarantor and owns the percentage interest in the Issuer as set forth or incorporated by reference in the Preliminary Prospectus, the
Disclosure Package and the Prospectus.
(s) Organization
and Good Standing of the Issuer. The Issuer has been duly formed and is validly existing as a limited liability company in good standing
under the laws of the State of Delaware, with corporate 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 and the Prospectus and to enter into and
perform its obligations under this Agreement, the Indenture and the Debt 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 Japan LLC, a Delaware limited liability company, is the
sole member of the Issuer and owns all of the issued and outstanding membership interests of the Issuer (the “Interests”).
(t) Incorporation
and Good Standing of Significant Subsidiaries. Each subsidiary and joint venture of the Parent Guarantor 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 and the Prospectus. 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 Parent Guarantor, 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 Parent Guarantor or one of its wholly owned subsidiaries.
(u) 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.
(v) 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 and the Prospectus 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 any Transaction Party or any of the subsidiaries of the Parent Guarantor; and there are
no contracts, commitments, agreements, arrangements, understandings or undertakings of any kind to which Prologis or any of the Transaction
Parties is a party, or by which any of them is bound, granting to any person the right to require Prologis or any Transaction Party to
file a registration statement under the Securities Act with respect to any securities of such Transaction Party or requiring any Transaction
Party to include such securities with the Securities registered pursuant to any registration statement, except as set forth in the Disclosure
Package and the Prospectus.
(w) Partnership
Units of the Parent Guarantor and Membership Interests of the Issuer. All of the issued and outstanding partnership units of the
Parent Guarantor (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 and the Prospectus. The Units owned by Prologis are owned directly by
Prologis, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Interests have been duly and validly
authorized and issued and conform to the description thereof contained or incorporated by reference in the Disclosure Package and the
Prospectus. All of the Interests are indirectly owned by the Parent Guarantor free and clear of any security interest, mortgage, pledge,
lien, encumbrance or claim.
(x) Non-Contravention
of Existing Instruments; No Further Authorizations or Approvals Required. None of the Transaction Parties or any of the subsidiaries
of the Parent Guarantor is in violation of its charter or by-laws or other similar constitutive documents, except, in the case of subsidiaries
of the Parent Guarantor (other than the Issuer), for such violations as would not, individually or in the aggregate, result in a Material
Adverse Change. None of Prologis, any Transaction Party or any subsidiary of the Parent Guarantor 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, any Transaction Party or any subsidiary of the Parent
Guarantor 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, any Transaction
Party or any subsidiary of the Parent Guarantor 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 Transaction Parties’ execution, delivery
and performance of this Agreement, the Parent Guarantor’s and the Issuer’s execution, delivery and performance of the Indenture,
and the respective execution, issuance and delivery of the Debt Securities and the Guarantees, the consummation of the transactions contemplated
hereby, by the Indenture and by the Disclosure Package and the Prospectus (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 any Transaction Party or any subsidiary of the Parent Guarantor, except, in the case of subsidiaries of the
Parent Guarantor that are not Significant Subsidiaries (other than the Issuer), for such violations as would not, individually or in
the aggregate, materially adversely affect the Transaction Parties’ 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 any Transaction Party or any subsidiary of the Parent Guarantor
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 Transaction Parties’ 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 any Transaction Party
or any subsidiary of the Parent Guarantor, except for such violation as would not, individually or in the aggregate, result in a Material
Adverse Change or materially adversely affect the Transaction Parties’ 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 Transaction Parties’ execution, delivery and performance of
this Agreement, the Parent Guarantor’s or the Issuer’s execution, delivery and performance of the Indenture, or the execution,
issuance and delivery of the Debt Securities or the Guarantees or the consummation of the transactions contemplated hereby or thereby
and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the Transaction Parties 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.
(y) No
Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or
governmental actions, suits or proceedings pending or, to the best knowledge of any Transaction Party, threatened (i) against or
affecting any Transaction Party or any subsidiary of the Parent Guarantor, (ii) which has as the subject thereof any officer, director
of, or property owned or leased by, any Transaction Party or any subsidiary of the Parent Guarantor 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 such party 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.
(z) Labor
Matters. No material labor dispute with the employees of any Transaction Party or any subsidiary of the Parent Guarantor exists or,
to the best knowledge of any Transaction Party, is threatened or imminent, except for such disputes as would not, individually or in
the aggregate, result in a Material Adverse Change.
(aa) Intellectual
Property Rights. The Transaction Parties and the subsidiaries of the Parent Guarantor 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.
No Transaction Party or subsidiary of the Parent Guarantor 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. No Transaction Party is 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 or the
Prospectus, and that are not described in all material respects in such documents. No technology employed by any Transaction Party has
been obtained or is being used by any Transaction Party in violation of any contractual obligation binding on any Transaction Party or,
to the knowledge of any Transaction Party, 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.
(bb) All
Necessary Permits, etc. The Transaction Parties and subsidiaries of the Parent Guarantor 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
no Transaction Party or subsidiary of the Parent Guarantor 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.
(cc) Title
to Properties. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Transaction Parties and subsidiaries
of the Parent Guarantor have good and marketable title to all the properties and assets reflected as owned in the financial statements
referred to in Section 1(p) above (or elsewhere in the Disclosure Package and the Prospectus), 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 such parties.
The real property, improvements, equipment and personal property held under lease by any Transaction Party or any subsidiary of the Parent
Guarantor 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 such party.
(dd) Tax
Law Compliance. The Transaction Parties and the subsidiaries of the Parent Guarantor 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 Parent Guarantor has made adequate charges, accruals and reserves
in the applicable financial statements referred to in Section 1(p) above in respect of all federal, state and foreign income
and franchise taxes for all periods as to which the tax liability of any Transaction Party or any subsidiary of the Parent Guarantor
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.
(ee) Neither
the Parent Guarantor nor the Issuer is an “Investment Company.” Neither the Parent Guarantor nor the Issuer is, and after
receipt of payment for the Debt Securities and the application of the proceeds as described in the Disclosure Package and the Prospectus
under “Use of Proceeds” will be, an “investment company” within the meaning of the Investment Company Act of
1940, as amended (the “Investment Company Act”).
(ff) Insurance.
The Transaction Parties and the subsidiaries of the Parent Guarantor, 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. No Transaction Party has any reason to believe
that it or any of the subsidiaries of the Parent Guarantor 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.
(gg) 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 Debt Securities.
(hh) Foreign
Corrupt Practices. None of the Transaction Parties, Prologis, or any of their respective subsidiaries or, to the knowledge of any
Transaction Party, any director, officer, agent, employee or affiliate of any Transaction Party, Prologis or any of their respective
subsidiaries 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 of
the United Kingdom; and the Transaction Parties, Prologis, any of their respective subsidiaries and, to the knowledge of any Transaction
Party, 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.
(ii) Money
Laundering. The operations of the Transaction Parties, Prologis 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 any Transaction Party, Prologis or any of their respective
subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of any Transaction Party, threatened.
(jj) OFAC.
None of the Transaction Parties, Prologis or any of their respective subsidiaries or, to the knowledge of any Transaction Party, any
director, officer, agent, employee or affiliate of any Transaction Party, Prologis or any of their respective subsidiaries is currently
subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
and neither the Transaction Parties nor Prologis will 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. Each Underwriter severally acknowledges and
agrees that it is only entitled to the benefit of the representations, warranties and covenants in this Section 1(jj) to the extent
permissible pursuant to, if and to the extent applicable to it, (i) Regulation (EC) 2271/96, as amended, or any applicable implementing
legislation or (ii) Regulation (EC) 2271/96 as it forms part of domestic law in the United Kingdom.
(kk) Compliance
with Environmental Laws. Except as would not, individually or in the aggregate, result in a Material Adverse Change, (i) none
of the Transaction Parties or any of the subsidiaries of the Parent Guarantor 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 Transaction Parties or the subsidiaries
of the Parent Guarantor under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has any of the
Transaction Parties or the subsidiaries of the Parent Guarantor received any written communication, whether from a governmental authority,
citizens group, employee or otherwise, that alleges that any Transaction Party or any subsidiary of the Parent Guarantor 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 any Transaction Party or any subsidiary of the Parent Guarantor has received written notice, no investigation with respect to
which any Transaction Party 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 any Transaction Party or any subsidiary of the Parent Guarantor, now or in the past
(collectively, “Environmental Claims”), pending or, to the best knowledge of any Transaction Party, threatened against
any Transaction Party or any subsidiary of the Parent Guarantor or any person or entity whose liability for any Environmental Claim any
Transaction Party or any subsidiary of the Parent Guarantor has retained or assumed either contractually or by operation of law; and
(iii) to the best knowledge of any Transaction Party, 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
any Transaction Party or any subsidiary of the Parent Guarantor or against any person or entity whose liability for any Environmental
Claim any Transaction Party or any subsidiary of the Parent Guarantor has retained or assumed either contractually or by operation of
law.
(ll) ERISA
Compliance. The Transaction Parties, the subsidiaries of the Parent Guarantor 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 Transaction Parties, the subsidiaries of the
Parent Guarantor 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 Transaction Parties, the subsidiaries of the Parent Guarantor or any of their ERISA Affiliates. No “employee
benefit plan” established or maintained by the Transaction Parties, the subsidiaries of the Parent Guarantor 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). No Transaction Party, subsidiary of the Parent Guarantor or 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
any Transaction Party, any subsidiary of the Parent Guarantor 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.
(mm) Accounting
Systems. The Transaction Parties, Prologis and their respective subsidiaries maintain effective internal control over financial reporting,
as such term is defined in Rule 13a-15(f) under the Exchange Act.
(nn) Disclosure
Controls and Procedures. The Parent Guarantor and Prologis 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 the Parent Guarantor, Prologis and the subsidiaries of the Parent Guarantor is made known to the respective
chief executive officer and chief financial officer of the Parent Guarantor and Prologis by others within the Parent Guarantor and Prologis
or any of the subsidiaries of the Parent Guarantor, 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; the Parent Guarantor’s and Prologis’
auditors and the audit committee of the board of directors of the Parent Guarantor or 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 the Parent
Guarantor or Prologis 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 the Parent Guarantor or Prologis; 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.
(oo) Cybersecurity;
Data Protection. The Transaction Parties and the subsidiaries of the Parent Guarantor’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 Transaction
Parties and the subsidiaries of the Parent Guarantor as currently conducted, free and clear of all material bugs, errors, defects, Trojan
horses, time bombs, malware and other corruptants. The Transaction Parties and the subsidiaries of the Parent Guarantor 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 Transaction Parties and the subsidiaries of the Parent
Guarantor 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.
(pp) 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.
(qq) Disclosure
Requirement. Neither the Parent Guarantor nor the Issuer has issued any securities of the same or a similar class as the Debt Securities,
the offering of which may subject the Parent Guarantor or the Issuer to continuous disclosure obligations under the Financial Instruments
and Exchange Law of Japan (Law No. 25 of 1948 of Japan, as amended).
Any certificate signed by
any officer of any Transaction Party or any of the subsidiaries of the Parent Guarantor 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 such party 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 Transaction Parties acknowledge
that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsels for the Transaction
Parties 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 Parent Guarantor and the Issuer
the aggregate principal amount of the 2030 Notes, 2035 Notes and 2041 Notes set forth opposite their names on Schedule A at a purchase
price of 99.650% of the principal amount of the 2030 Notes, 99.550% of the principal amount of the 2035 Notes and 99.450% of the principal
amount of the 2041 Notes, respectively, thereof, payable on the Closing Date.
(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 Parent Guarantor, the Issuer and the
Representatives) at 11:00 a.m., Tokyo time, which is 3:00 a.m., London Time on June 11, 2026 or such other time not later than ten
business days after the time and date the Representatives shall designate by notice to the Parent Guarantor and the Issuer (the time
and date of such closing are called the “Closing Date”).
(c) Public
Offering of the Securities. The Underwriters hereby advise the Parent Guarantor and 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.
(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. Mizuho Securities USA LLC, individually and not as a 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 Parent Guarantor and 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 or London, United Kingdom, as the Representatives may designate. Delivery
of the Securities shall be made through a common depositary using the facilities of Euroclear and Clearstream 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. Each of the Transaction Parties further covenants and agrees, jointly and severally, with each Underwriter
as follows:
(a) Compliance
with Securities Regulations and Commission Requests. The Transaction Parties, subject to Section 3(b) hereof, 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, and (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. The Transaction Parties 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. Each
Transaction Party 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”), each Transaction Party
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.
(c) Delivery
of Registration Statements. The Parent Guarantor and 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. The Parent Guarantor and the Issuer will deliver to each Underwriter, without charge, as many copies of the Preliminary
Prospectus as such Underwriter may reasonably request, and each of the Parent Guarantor and the Issuer hereby consents to the use of
such copies for purposes of offering the Securities. The Parent Guarantor and the Issuer will furnish to each Underwriter, without charge,
during the Prospectus Delivery Period, such number of copies of the Prospectus 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 Transaction Parties 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 and the Prospectus. If, during the Prospectus Delivery Period,
any event or development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus 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 if, in the opinion of counsel for the Underwriters or for the Transaction Parties, it shall be necessary to amend or supplement the
Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated by reference in the Disclosure Package
or the Prospectus, 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, if in the opinion of either such counsel, it is otherwise necessary or advisable to amend or
supplement the Registration Statement, the Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated
by reference in the Disclosure Package or the Prospectus, 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, each Transaction Party 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 or the Prospectus, or any new registration statement,
necessary in order to make the statements in the Disclosure Package or the Prospectus 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 so that the Registration Statement,
the Disclosure Package or the Prospectus, as amended or supplemented, will comply with law.
(f) Blue
Sky Compliance. The Transaction Parties 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. No Transaction Party shall 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 Transaction Parties 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, each Transaction Party shall
use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
(g) Use
of Proceeds. The Transaction Parties 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 and the Prospectus.
(h) Depository.
The Transaction Parties shall cooperate with the Representatives and use their best efforts to permit the Securities to be eligible for
clearance and settlement through the facilities of Clearstream and Euroclear.
(i) Periodic
Reporting Obligations. During the Prospectus Delivery Period, the Transaction Parties 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 Debt Securities or securities exchangeable for or convertible into debt securities similar to the Debt 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 Debt 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 Debt Securities is attached hereto as Exhibit C.
(l) Permitted
Free Writing Prospectuses. Each Transaction Party 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 any Transaction Party with the Commission or retained by any Transaction Party 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.” Each Transaction Party 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 Transaction Parties consent 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 Parent Guarantor and the Issuer contemplated in Section 3(k) hereof; provided
that each Underwriter severally covenants with the Transaction Parties not to take any action without the Transaction Parties’
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 any Transaction Party 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,
any Transaction Party 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 Transaction Parties 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 their 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 Transaction Parties 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 any Transaction Party 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 Transaction Parties agree 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. No Transaction Party will 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, that no Transaction Party
makes any covenant as to any actions which may be taken by the Underwriters. No Transaction Party shall issue, without the prior consent
of the Representatives, any press or public announcement referring specifically to the proposed issue of, or the terms of, the Securities,
unless such announcement adequately discloses (but only to the extent required by laws, regulators or guidelines (including the United
Kingdom’s Financial Conduct Authority Handbook) applicable to the Transaction Parties, the Underwriter, or any other entity undertaking
stabilization in connection with the issue of the Securities) that stabilizing action may take place in relation to the Securities. Each
Transaction Party authorizes the Underwriters to make any and all appropriate disclosures in relation to stabilization.
(p) [Reserved].
(q) Clearance
and Settlement. The Transaction Parties shall cooperate with the Underwriters and use reasonable best efforts to permit the Debt
Securities to be eligible for clearance and settlement through the facilities of Clearstream and Euroclear.
(r) [Reserved].
The several Underwriters
may, in their sole discretion, waive in writing the performance by any Transaction Party of any one or more of the foregoing covenants
or extend the time for their performance.
Section 4.
Payment of Expenses. The Transaction Parties agree, jointly and severally, 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 Transaction Parties’ counsel, Prologis’ and the Parent Guarantor’s independent public or certified
public accountants and other advisors to the Transaction Parties, (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 and the Prospectus, and all amendments
and supplements thereto, and this Agreement and the Indenture, (v) all filing fees, attorneys’ fees and expenses incurred
by any Transaction Party 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 Transaction
Parties in connection with approval of the Securities by Euroclear and Clearstream for “book-entry” transfer, (x) all
other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and (xi) all other fees, costs
and expenses incurred in connection with the performance of the obligations of the Transaction Parties hereunder for which provision
is not otherwise made in this Section 4.
Except as provided in this
Section 4, Section 6, Section 9 and Section 10 hereof, the Underwriters shall pay their own expenses, including the
fees and disbursements of their counsel. Each Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s
pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule
A bears to the aggregate principal amount of the Securities set forth opposite the names of all Underwriters) of the Securities.
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 Transaction
Parties 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 each Transaction Party of its covenants and other obligations hereunder, and to each of the
following additional conditions:
(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 counsel to the Underwriters, and no Transaction Party, at the Execution
Time, shall 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 Underwriters shall have received from KPMG LLP, independent public or certified public accountants
for the Parent Guarantor and Prologis, 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 and the Prospectus.
(c) Bring-down
Comfort Letter. On the Closing Date, the Underwriters shall have received from KPMG LLP, independent public or certified public accountants
for the Parent Guarantor and Prologis, 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) hereof,
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 any Transaction
Party or any of the subsidiaries of the Parent Guarantor by any “nationally recognized statistical rating organization” as
such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
(f) Opinion
of Counsels for the Transaction Parties. On the Closing Date, the Underwriters shall have received the favorable opinions of Mayer
Brown LLP, counsel for the Transaction Parties and Anderson Mori & Tomotsune, Japanese counsel for the Transaction Parties,
dated as of such Closing Date, covering, at a minimum, the opinions the forms of which are attached as Exhibit A-1 and Exhibit A-2,
respectively.
(g) Opinion
of General Counsel of the Transaction Parties. On the Closing Date, the Underwriters shall have received the favorable opinion of
the General Counsel or Corporate Counsel of the Transaction Parties, dated as of such Closing Date, the form of which is attached as
Exhibit B.
(h) Opinion
of Counsel for the Underwriters. On the Closing Date, the Underwriters shall have received the favorable opinion 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) Officers’
Certificate. On the Closing Date, the Underwriters shall have received a written certificate executed by the Chief Executive Officer
or General 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) no
Transaction Party has received a stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose
have been instituted or threatened by the Commission;
(ii) no
Transaction Party 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;
(iii) there
has not occurred any downgrading, and no Transaction Party has 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 any
Transaction Party or any subsidiary of the Parent Guarantor 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) each
Transaction Party 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.
(j) 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.
(k) [Reserved].
(l) Clearance
and Settlement. On or before the Closing Date, the Debt Securities will be eligible for clearance and settlement through the facilities
of Clearstream and Euroclear.
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 Parent Guarantor and 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 9 and Section 10 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 12, 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 any Transaction Party to perform any agreement herein or to comply with any provision hereof, the
Transaction Parties agree, jointly and severally, 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 Restrictions.
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, the expression “retail investor” means
a person who is one (or both) 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”);
or
(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.
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, the expression “retail investor”
means a person who is 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.
Each Underwriter 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 or the Parent Guarantor; 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.
Section 8. UK
MiFIR Product Governance.
Solely for the purposes of
the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product
Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:
(a) Morgan
Stanley & Co. International plc (the “UK Manufacturer”) acknowledges that it understands the responsibilities
conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market
and the proposed distribution channels as applying to the Debt Securities and the related information set out in the Prospectus and any
announcements in connection with the Debt Securities; and
(b) the
other parties to this Agreement note the application of the UK MiFIR Product Governance Rules and acknowledge the target market
and distribution channels identified as applying to the Debt Securities by the UK Manufacturer and the related information set out in
the Prospectus and any announcements in connection with the Debt Securities.
Section 9. Indemnification.
(a) Indemnification
of the Underwriters. Each Transaction Party agrees, jointly and severally, 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 Parent Guarantor 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 contained in any Issuer Free Writing Prospectus, or any “issuer information”
filed or required to be filed pursuant to Rule 433(d) under the Securities Act, the Preliminary Prospectus or the Prospectus
(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 any Transaction Party contained herein; or (iv) in whole
or in part upon any failure of any Transaction Party 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 9(a) shall be in addition to any liabilities that the Transaction Parties may otherwise
have.
(b) Indemnification
of the Transaction Parties. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Transaction Parties,
the directors of the general partner of the Parent Guarantor, each of their respective officers who signed the Registration Statement
and each person, if any, who controls any Transaction Party within the meaning of the Securities Act or the Exchange Act, against any
loss, claim, damage, liability or expense, as incurred, to which any Transaction Party 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 contained in any Issuer Free Writing Prospectus or any “issuer information” filed or
required to be filed pursuant to Rule 433(d) under the Securities Act, the Preliminary Prospectus or the Prospectus (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 omission or alleged omission was made in the Registration
Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto),
in reliance upon and in conformity with written information furnished to any Transaction Party by any Underwriter through the Representatives
expressly for use therein, it being understood and agreed upon that the only such information furnished by any Underwriter consists of
the following information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the information contained
in the third paragraph, the tenth paragraph and the third and fourth sentences of the eleventh paragraph under the caption “Underwriting
(Conflicts of Interest)” and the fourth paragraph under the caption “About This Prospectus Supplement”; and to reimburse
the Transaction Parties, or any such director, officer or controlling person for any legal and other expense reasonably incurred by any
Transaction Party, 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 9(b) shall
be in addition to any liabilities that each Underwriter may otherwise have.
(c) Notifications
and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 9 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 9,
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 9 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 9 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 9 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 9(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 10.
Contribution. If the indemnification provided for in Section 9 hereof 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 Transaction Parties, 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 Transaction Parties, 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 Transaction Parties, 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 Transaction Parties, 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 Transaction Parties, 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 Transaction Parties, 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 9(c) hereof, 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 9(c) hereof with respect
to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 10; provided, however,
that no additional notice shall be required with respect to any action for which notice has been given under Section 9(c) hereof
for purposes of indemnification.
The Transaction Parties and
the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 10 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 10.
Notwithstanding the provisions
of this Section 10, no Underwriter shall be required to contribute any amount in excess of the total underwriting discount 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 10
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 10, 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 general partner of the Parent Guarantor, each officer of any Transaction Party who signed
the Registration Statement, and each person, if any, who controls any Transaction Party within the meaning of the Securities Act and
the Exchange Act shall have the same rights to contribution as the Issuer or the Parent Guarantor, as applicable.
Section 11.
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 9 and Section 10 hereof 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 or the Prospectus 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 11. Any action taken under this
Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this
Agreement.
Section 12.
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 Transaction Parties if at any time (i) trading or quotation in any Transaction Party’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, the NYSE or the Tokyo Stock Exchange 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 federal, New York, Japanese or European Union authorities; (iii) there shall have occurred any outbreak or escalation
of national or international hostilities or any crisis or calamity involving the United States, Japan or the European Union or any change
in the United States, Japanese, European Union or other international financial markets, or any substantial change or development involving
a prospective substantial change in United States’, Japan’s, European Union’s or other 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 and the Prospectus 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 or
Japan or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 shall be without
liability on the part of (a) the Issuer to any Underwriter, except that the Transaction Parties shall be obligated to reimburse
the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to any Transaction Party, or (c) of
any party hereto to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective
and shall survive such termination.
Section 13.
Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other
statements of the Transaction Parties, of their 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, any Transaction Party
or any of their 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 14.
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:
c/o Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
United States
Attention: Debt Capital Markets
Email: BA_DCM_Notices@mizuhogroup.com
c/o Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
Tel: +44 20 7677 0582
Fax No: +44 20 7056 4984
Email: tmglondon@morganstanley.com
Attention: Head of Transaction Management Group, Global
Capital Markets
c/o SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, New York 10172
United States
Attention: Debt Capital Markets
Email: NikkoGCNotices@smbcnikko-si.com
with a copy to:
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Attention: Daniel A. O’Shea
Email: doshea@sidley.com
If to the Transaction Parties:
Prologis, L.P.
1800 Wazee Street, Suite 500
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 15.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters
pursuant to Section 11 hereof, and to the benefit of the Affiliates, directors, officers, employees and controlling persons referred
to in Section 9 and Section 10, 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 16.
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 17.
Patriot Act. Certain of the Underwriters hereby notify the Transaction Parties 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 Transaction Parties, including the name and address of the Transaction Parties and other information that will allow
such Underwriters to identify the Transaction Parties in accordance with the USA Patriot Act.
Section 18.
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 19.
No Fiduciary Duty. Each Transaction Party 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 Transaction Parties, on the one hand, and the several Underwriters, on the
other hand, and each Transaction Party 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 Transaction Parties or their 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 any Transaction Party 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 any Transaction Party on other matters) and no Underwriter has any obligation to any Transaction Party 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 Transaction Parties 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 Transaction Parties have 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 Transaction Parties and the several Underwriters, or any
of them, with respect to the subject matter hereof. Each Transaction Party hereby waives and releases, jointly and severally, to the
fullest extent permitted by law, any claims that such party may have against the several Underwriters with respect to any breach or alleged
breach of agency or fiduciary duty.
Section 20.
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 9 hereof and the contribution provisions of Section 10 hereof,
and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Sections 9 and
10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Transaction Parties, their affairs and
their businesses in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and
the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.
Section 21.
Judgment Currency. Each Transaction Party agrees, jointly and severally, to indemnify the Underwriter, its directors, officers,
employees, Affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act, against any loss incurred by the Underwriter as a result of any judgment or order being given
or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “judgment currency”)
other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is
converted into the judgment currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified
person is able to purchase U.S. dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing
indemnity shall constitute a separate and independent obligation of the Transaction Parties and shall continue in full force and effect
notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs
of exchange payable in connection with the purchase of, or conversion into, the relevant currency.
Section 22.
Contractual Recognition of Bail-In.
(1) [Reserved].
(2) Notwithstanding
and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between any of the parties
hereto, each of the parties acknowledges, accepts, and agrees that any UK Bail-in Liability of a UK Bail-in Party hereto arising under
this Agreement may be subject to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority and acknowledges, accepts
and agrees to be bound by:
(a) the
effect of the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority in relation to any UK Bail-in Liability of any UK
Bail-in Party to it under this Agreement, that without limitation may include and result in any of the following, or some combination
thereof:
(i) the
reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon;
(ii) the
conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of a UK Bail-in Party
or another person, and the issue to or conferral on such other party to this Agreement of such shares, securities or obligations;
(iii) the
cancellation of the UK Bail-in Liability; or
(iv) the
amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by
suspending payment for a temporary period; and
(b) the
variation of the terms of this Agreement, as deemed necessary by the Relevant UK Resolution Authority, to give effect to the exercise
of any UK Bail-in Powers by the Relevant UK Resolution Authority.
For the purposes of this
section:
“UK Bail-in Legislation”
means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution
of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation,
administration or other insolvency proceedings);
“UK Bail-in Liability”
means a liability in respect of which the UK Bail-in Powers may be exercised;
“UK Bail-in Party”
means any party hereto that is subject to UK Bail-in Powers;
“UK Bail-in Powers”
means the powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment
firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract
or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that
person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under
it or to suspend any obligation in respect of that liability; and
“Relevant UK Resolution
Authority” means the resolution authority with the ability to exercise any UK Bail-in Powers in relation to any UK Bail-in
Party.
Section 23.
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 23
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.
[Signature Pages Follow]
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 YEN FINANCE LLC, as Issuer
By:
/s/ David Malinger
Name: David Malinger
Title: Senior Vice President and Assistant Secretary
PROLOGIS, L.P., as Parent Guarantor
By: Prologis, Inc., its general partner
By:
/s/ David Malinger
Name: David Malinger
Title: Senior Vice President and Assistant Secretary
[Signature Page - Underwriting Agreement]
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
MIZUHO SECURITIES USA LLC
BY:
/s/ Robert Fahrbach
NAME: Robert Fahrbach
TITLE: Managing Director
[Signature Page - Underwriting Agreement]
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
MORGAN STANLEY & CO. INTERNATIONAL PLC
By:
/s/ Kathryn McArdle
NAME: Kathryn McArdle
TITLE: Executive Director
[Signature Page - Underwriting Agreement]
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
SMBC Nikko Securities America, Inc.
BY:
/s/ Timothy Blair
NAME: Timothy Blair
TITLE: Managing Director
[Signature Page - Underwriting Agreement]
SCHEDULE A
Underwriters
Aggregate Principal
Amount of 2030
Notes to be
Purchased
Aggregate Principal
Amount of 2035
Notes to be
Purchased
Aggregate
Principal Amount
of 2041 Notes to be
Purchased
Mizuho Securities USA LLC
¥ 10,870,000,000
¥ 1,170,000,000
¥ 2,970,000,000
Morgan Stanley & Co. International plc
¥ 10,860,000,000
¥ 1,170,000,000
¥ 2,970,000,000
SMBC Nikko Securities America, Inc.
¥ 10,870,000,000
¥ 1,160,000,000
¥ 2,960,000,000
Total
¥ 32,600,000,000
¥ 3,500,000,000
¥ 8,900,000,000
Sched. 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
Sched. B-1
ANNEX I
Prologis Yen Finance LLC—Issuer Free
Writing Prospectuses
Forming Part of the Disclosure Package
1. Final Term Sheet, dated June 4, 2026, for the 2.527% Notes due 2030,
the 3.389% Notes due 2035 and the 3.905% Notes due 2041.
Annex I-1
ANNEX II
Prologis Yen Finance LLC—Issuer Free
Writing Prospectuses
Not Forming Part of the Disclosure Package
1. None.
Annex II-1
EXHIBIT A-1
[Provided Separately.]
Exhibit A-1-1
EXHIBIT A-2
[Provided Separately.]
Exhibit A-2-1
EXHIBIT B
[Provided Separately.]
Exhibit B-1
EXHIBIT C
¥45,000,000,000
¥32,600,000,000
2.527% Notes due 2030
¥3,500,000,000
3.389% Notes due 2035
¥8,900,000,000
3.905% Notes due 2041
FINAL
TERM SHEET
June 4, 2026
Issuer:
Prologis Yen Finance LLC
Guarantor:
Prologis, L.P.
Legal Format:
SEC Registered
Securities:
2.527% Notes due 2030 (the “2030
Notes”)
3.389% Notes due 2035 (the “2035
Notes”)
3.905% Notes due 2041
(the “2041 Notes”)
Size:
¥32,600,000,000 (2030 Notes)
¥3,500,000,000 (2035 Notes)
¥8,900,000,000 (2041
Notes)
Maturity Date:
December 13, 2030 (2030 Notes)
December 13, 2035 (2035 Notes)
December 13, 2041
(2041 Notes)
Coupon:
2.527% per annum, payable semi-annually (2030 Notes)
3.389% per annum, payable semi-annually (2035 Notes)
3.905% per annum, payable
semi-annually (2041 Notes)
Price to Public:
100% (2030 Notes)
100% (2035 Notes)
100% (2041 Notes)
Exhibit C-1
Underwriting Discount:
0.350% (2030 Notes)
0.450% (2035 Notes)
0.550% (2041 Notes)
Net Proceeds, Before Expenses, to Issuer:
¥32,485,900,000 (2030 Notes)
¥3,484,250,000 (2035 Notes)
¥8,851,050,000 (2041
Notes)
Reference Rate:
1.827% equivalent to 4.5-year Swap Mid Rate on Bloomberg
“GDCO 44051” rounded up to three decimal places (2030 Notes) (calculated by interpolating 4-year and 5-year Swap Mid Rates)
2.389% equivalent to 9.5-year Swap Mid Rate on Bloomberg
“GDCO 44051” rounded up to three decimal places (2035 Notes) (calculated by interpolating 9-year and 10-year Swap Mid Rates)
2.855% equivalent to
15.5-year Swap Mid Rate on Bloomberg “GDCO 44051” rounded up to three decimal places (2041 Notes) (calculated by interpolating
15-year and 20-year Swap Mid Rates)
Spread to Reference Rate:
+70 basis points (2030 Notes)
+100 basis points (2035 Notes)
+105 basis points (2041
Notes)
Yield to Maturity:
2.527% (2030 Notes)
3.389% (2035 Notes)
3.905% (2041 Notes)
Interest Payment Dates:
June 11 and December 11 of each year, commencing
December 11, 2026 (2030 Notes) (long last coupon)
June 11 and December 11 of each year, commencing
December 11, 2026 (2035 Notes) (long last coupon)
June 11 and December 11
of each year, commencing December 11, 2026 (2041 Notes) (long last coupon)
Day Count Convention:
30/360
Settlement Date:
June 11, 2026 (T+5 Tokyo business days)
Trade Date:
June 4, 2026
Use of Proceeds:
We intend to use net proceeds to repay borrowings under our Japanese yen revolving credit agreement and for general corporate purposes.
Exhibit C-2
Currency of Payment:
All payments of principal of, and premium, if any, and interest on, the Notes, including any payments made upon any redemption of the Notes, will be made in yen. If the yen is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond the Issuer’s control, then all payments in respect of the Notes will be made in U.S. dollars until the yen is again available to the Issuer.
Payment of Additional Amounts:
The Issuer will, subject to certain exceptions and limitations, pay additional amounts on the Notes as are necessary in order that the net payment by the Issuer or the paying agent of the principal of, and premium, if any, and interest on, the Notes to a holder who is not a United States person, after withholding or deduction for any present or future tax, duty, assessment or other governmental charge of whatever nature imposed or levied by the United States or any taxing authority thereof or therein, will not be less than the amount provided in the Notes to be then due and payable.
Optional Redemption:
On or after November 13, 2030 for the 2030 Notes (1 month prior to the maturity date), September 13, 2035 for the 2035 Notes (3 months prior to the maturity date) and September 13, 2041 for the 2041 Notes (3 months prior to the maturity date) such series of Notes will be redeemable in whole or in part, at the Issuer’s option, at a redemption price equal to 100% of the principal amount of the series of Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but not including, the redemption date.
Redemption for Tax Reasons:
The Issuer may offer to redeem all, but not less than all, of the Notes in the event of certain changes in the tax laws of the United States (or any taxing authority thereof or therein) which would obligate the Issuer or create a substantial probability that the Issuer would become obligated to pay additional amounts as described above. This redemption would be at a redemption price equal to 100% of the principal amount of the Notes, together with accrued and unpaid interest on the Notes to, but not including, the date fixed for redemption.
Denominations:
¥100,000,000 x ¥10,000,000
CUSIP / ISIN / Common Code:
74346G BA9 / XS3401958684 / 340195868 (2030 Notes)
74346G BB7 / XS3401959062 / 340195906 (2035 Notes)
74346G BC5 / XS3401959146
/ 340195914 (2041 Notes)
Listing:
None
Joint Book-Running Managers:
Mizuho Securities USA
LLC
Morgan Stanley & Co. International plc
SMBC Nikko Securities America, Inc.
Exhibit C-3
No EU PRIIPs KID – No EU PRIIPs key information document
(KID) or UK CCI disclosure document has been prepared as not available to retail investors in the European Economic Area and the UK.
We expect to deliver the notes against payment for the notes on
or about June 11, 2026, which is the fifth Tokyo business day following the date of the pricing of the notes. Under the E.U. Central
Securities Depositaries Regulation, trades in the secondary market generally are required to settle in two London business days unless
the parties to a trade expressly agree otherwise. Also 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 June 11, 2026 will be required
to specify alternative settlement arrangements to prevent a failed settlement.
The Issuer and the Guarantor have filed a registration statement
(including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus
and supplement thereto in that registration statement and other documents the Issuer and the Guarantor have filed with the SEC for more
complete information about the Issuer, the Guarantor 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: Mizuho Securities USA LLC toll-free at 1-866-271-7403, Morgan Stanley &
Co. International plc toll-free at +1-866-718-1649 or SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856.
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 any 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.
UK MiFIR professionals / ECPs-only – Manufacturer target
market (MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).
Exhibit C-4
EX-4.1 — EXHIBIT 4.1
EX-4.1
Filename: tm2617407d1_ex4-1.htm · Sequence: 3
Exhibit 4.1
PROLOGIS YEN FINANCE LLC
Officers’ Certificate
June 11, 2026
The
undersigned officers of Prologis Yen Finance LLC (the “Company”), acting pursuant to the resolutions of the
board of directors or a committee thereof, as applicable, of Prologis, Inc., the ultimate parent of the Company, dated as of April 28,
2026 and June 4, 2026, hereby establish a series of debt securities by means of this Officers’ Certificate in accordance with
the Indenture, dated as of September 25, 2018 (the “Base Indenture,” and as supplemented by the First Supplemental
Indenture thereto, the “Indenture”), among the Company, Prologis, L.P., as parent guarantor, and U.S. Bank Trust Company,
National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”). Capitalized
terms used but not defined in this Officers’ Certificate shall have the meanings ascribed to them in the Indenture.
2.527% Notes due 2030
1. The
series shall be entitled the “2.527% Notes due 2030” (the “Notes”) and shall be a series of Yen Notes as
defined in the First Supplemental Indenture.
2. The
Notes initially shall be limited to an aggregate principal amount of ¥32,600,000,000 (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); provided, the Company may increase such aggregate principal amount
upon the action of the Board of Directors to do so from time to time.
3. The
Notes shall bear interest at the rate of 2.527% per annum. The aggregate principal amount of the Notes is payable at maturity on December 13,
2030. The interest on this Series shall accrue from and including June 11, 2026 or from 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 June 11 and December 11 of each year (each an “Interest Payment Date”), commencing on December 11,
2026. Interest shall be paid to persons in whose names the Notes are registered on the May 27 or the November 26, as the case
may be, preceding the Interest Payment Date, whether or not a Yen Business Day (each a “Regular 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 111 Fillmore Ave. East, St. Paul, Minnesota
55107. 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. If,
as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States
(or any taxing authority thereof or therein), or any change in, or amendments to, an official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after June 4, 2026, the Company
becomes or, based upon a written opinion of independent counsel selected by the Company, will become or there is a substantial probability
that the Company will become obligated to pay Additional Amounts with respect to the Notes, then the Notes may be redeemed at the option
of the Company, in whole, but not in part, at a redemption price (the “Tax Redemption Price”) equal to 100% of the
principal amount of the Notes, together with accrued and unpaid interest on the Notes to, but not including, the Redemption Date. Notice
of any redemption shall be transmitted to Holders not more than 60 nor less than 15 days prior to the Redemption Date.
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 Tax Redemption
Price upon surrender of such Notes in accordance with such notice.
6. On
or after November 13, 2030 (the “Par Call Date”), the Notes 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 Notes to be redeemed, plus
accrued and unpaid interest, if any, to, but not including, the Redemption Date. Notice of redemption will be mailed or
electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) not more than 60 nor less
than 10 days prior to the date fixed for redemption to each Holder to be redeemed at its registered address.
The notice of redemption will
state, among other things, the amount of the Notes to be redeemed, the Redemption Date, the Redemption Price and the place or places that
payment will be made upon presentation and surrender of the Notes to be redeemed. Unless the Company defaults in payment of the Redemption
Price, interest shall cease to accrue on the Notes on the Redemption Date.
If less than all of the Notes
are to be redeemed at the Company’s option, the Company will notify the Trustee at least 45 days prior to the Redemption Date, or
any shorter period as may be satisfactory to the Trustee, of the aggregate principal amount of the Notes to be redeemed and the Redemption
Date. The Trustee will select, in accordance with the rules and procedures of Euroclear and Clearstream (or their respective successors),
the Notes to be redeemed. The Notes may be redeemed in part in the minimum authorized denomination for the Notes or in any integral multiple
of such amount.
7. All
payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of,
any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or
any 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 such withholding or deduction is required by law, the Company shall, subject
to certain exceptions provided for herein, pay to a holder who is not a United States person such additional amounts (the “Additional
Amounts”) on the Notes as are necessary in order that the net payment by the Company or the Paying Agent of the principal of,
and premium or Redemption Price, if any, and interest on, the Notes to such holder, after such withholding or deduction, shall 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 shall not apply:
2
(i) to
any tax, assessment or other governmental charge that would not have been imposed but for the holder, or a fiduciary, settlor, beneficiary,
member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an
estate or trust administered by a fiduciary holder, being considered as:
(a) being
or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States
or having or having had a qualified business unit which has the U.S. Dollar as its functional currency;
(b) having
a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes,
the receipt of any payment or the enforcement of any rights thereunder) or being considered as having such relationship, including being
or having been a citizen or resident of the United States;
(c) being
or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the
United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(d) being
or having been an owner of a 10% or greater interest in the capital or profits of Prologis, L.P. within the meaning of Section 871(h)(3) of
the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision; or
(e) being
a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade
or business;
(ii) to
any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited
liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member
of the partnership or limited liability company would not have been entitled to the payment of an Additional Amount had the beneficiary,
settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(iii) to
any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person
to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or
connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation
of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental charge (including, for
the avoidance of doubt, any backup withholding tax imposed pursuant to Section 3406 of the Code (or any amended or successor provision));
3
(iv) to
any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the
payment;
(v) to
any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative
or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs
later;
(vi) to
any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other
governmental charge;
(vii) to
any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest
on any Note, if such payment can be made without such withholding by at least one other paying agent;
(viii) to
any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any Note,
where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the
date on which payment thereof is duly provided for, whichever occurs later;
(ix) to
any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury
regulations, pronouncements relating thereto or official interpretations thereof or any successor provisions, any agreements entered into
pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreement entered into between the United States
and any other governmental authority in connection with the implementation of the foregoing and any regulations or official law, agreement
or interpretations thereof implementing an intergovernmental approach thereto; or
(x) in
the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix).
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 7, 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.
8. 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.
9. The
Notes shall be issuable in registered form in the form set out in Exhibit A of the First Supplemental Indenture without coupons in
minimum denominations of ¥100,000,000 and any integral multiple of ¥10,000,000 in excess thereof.
4
10. The
principal amount of, and the Tax Redemption Price, if any, on, the Notes shall be payable upon declaration of acceleration pursuant to
Section 502 of the Base Indenture.
11. The
Notes shall be denominated in and principal of or interest on the Notes (or Tax Redemption Price, if applicable) shall be payable in yen.
If the yen is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s
control, then all payments in respect of the Notes shall be made in U.S. Dollars until the yen is again available to the Company. In such
circumstances, the amount payable on any date in yen shall be converted into U.S. Dollars at the rate mandated by the Board of Governors
of the Federal Reserve System as of the close of business on the second business day prior to the relevant payment date or, if the Board
of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. Dollar/yen exchange
rate published in The Wall Street Journal on or prior to the second business day prior to the relevant payment date or, in the event The
Wall Street Journal has not published such exchange rate, the rate shall be determined in the Company’s sole discretion on the basis
of the most recently available market exchange rate for yen. 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.
12. Except
as provided in Paragraphs 3 and 5 of this Officers’ Certificate, the amount of payments of principal of or interest on the Notes
(or Tax Redemption Price, if applicable) shall not be determined with reference to an index or formula.
13. Except
as set forth herein, in the Indenture or in the Notes, none of the principal of or interest on the Notes (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.
14. 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.
15. 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.
16. 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.
17. Sections 1402
and 1403 of the Base Indenture shall be applicable to the Notes.
18. The
Notes shall not be issued upon the exercise of debt warrants.
19. Article Sixteen
of the Base Indenture shall be applicable to the Notes.
20. The
other terms and conditions of the Notes shall be substantially as set forth in the Indenture, in the Prospectus dated August 15,
2025 and the Prospectus Supplement dated June 4, 2026 relating to the Notes.
[The remainder of this page intentionally
left blank.]
5
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 – 2.527% Notes due 2030]
EX-4.2 — EXHIBIT 4.2
EX-4.2
Filename: tm2617407d1_ex4-2.htm · Sequence: 4
Exhibit 4.2
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”)
TO PROLOGIS YEN FINANCE LLC (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
U.S. Bank Europe DAC, AS COMMON DEPOSITARY (THE “COMMON DEPOSITARY”) FOR EUROCLEAR/CLEARSTREAM
(AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON
DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, USB NOMINEES (UK) LIMITED, HAS AN INTEREST HEREIN.
THIS SECURITY IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME
OF USB NOMINEES (UK) LIMITED, AS NOMINEE OF THE COMMON DEPOSITARY. 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 THE COMMON DEPOSITARY TO A
NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY
OR A NOMINEE OF THE COMMON DEPOSITARY TO A SUCCESSOR COMMON DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY.
REGISTERED
PRINCIPAL AMOUNT
No. R-1
¥32,600,000,000
ISIN No.: XS3401958684
COMMON CODE: 340195868
CUSIP No.: 74346G BA9
PROLOGIS YEN FINANCE
LLC
2.527% NOTES DUE 2030
PROLOGIS YEN FINANCE
LLC, a limited liability company 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 USB
Nominees (UK) Limited, or registered assigns, upon presentation, the principal sum of THIRTY TWO
billion six hundred million yen (¥32,600,000,000) on December 13, 2030 and to pay interest on the outstanding principal
amount thereon at the rate of 2.527% per annum, until the entire principal hereof is paid or made available for payment.
Interest shall accrue from and including June 11,
2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, and be payable semi-annually
in arrears on June 11 and December 11 of each year, commencing on December 11, 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 the May 27 or the November 26 (whether or not a Yen Business Day), as the case may be, next preceding such Interest Payment
Date. Interest on this Security shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If any Interest Payment
Date, maturity date or earlier date of redemption falls on a day that is not a Yen Business Day, the required payment shall be made on
the next Yen 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
Yen Business Day. For purposes of the notes, “Yen 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, the City of London or the City of Tokyo 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 St. Paul, Minnesota, initially the corporate trust office of the Paying Agent, located at 111 Fillmore Ave. East,
St. Paul, Minnesota 55107, in yen.
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 yen. If the yen is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond
the Company’s control, then all payments in respect of the Securities shall be made in U.S. Dollars until the yen is again available
to the Company. In such circumstances, the amount payable on any date in yen will be converted into U.S. Dollars at the rate mandated
by the Board of Governors of the Federal Reserve System as of the close of business on the second Yen Business Day prior to the relevant
payment date, or if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most
recent U.S. dollar/yen exchange rate published in The Wall Street Journal on or prior to the second Yen Business Day prior to the relevant
payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s
sole discretion on the basis of the most recently available Market Exchange Rate on or before the date that payment is due. Any payment
in respect of this Security so made in U.S. Dollars shall not constitute an event of default under the Indenture. Neither the Trustee
nor the Paying Agent (as defined below) shall be responsible for obtaining exchange rates, effecting conversions or otherwise handling
redenominations. “Market Exchange Rate” means the noon buying rate in the City of New York for cable transfers of yen as certified
for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York.
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 September 25, 2018 (herein called the “Base Indenture”), among the Company, Prologis, L.P. (herein
called the “Parent Guarantor,” 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 first
supplemental indenture, dated as of September 25, 2018 (together with the Base Indenture, the “Indenture”), among the
Company, the Parent Guarantor, the Trustee, Transfer Agent, Paying Agent (which term includes any successor paying agent under the Indenture
with respect to the series of which this Security is a part) and Security Registrar, to which the Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Parent Guarantor, 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.
2
On or after November 13, 2030 (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.
Notice of redemption
will be mailed or electronically delivered (or otherwise transmitted in accordance with the
depositary’s procedures) not more than 60 nor less than 10 days prior to the date fixed for redemption to each Holder to
be redeemed at its registered address. The notice of redemption for the Securities shall state, among other things, the amount of the
Securities to be redeemed, the Redemption Date, the Redemption Price and the place or places that payment will be made upon presentation
and surrender of the Securities to be redeemed. Unless the Company defaults in payment of the redemption price, interest will cease to
accrue on any series of notes that have been called for redemption at the Redemption Date.
If less than all of the Securities are to be redeemed
at the Company’s option, the Company will notify the Trustee at least 45 days prior to the Redemption Date, or any shorter
period as may be satisfactory to the Trustee, of the aggregate principal amount of the Securities to be redeemed and the Redemption Date.
The Trustee will select, in accordance with the rules and procedures of Euroclear and Clearstream (or their respective successors),
the Securities to be redeemed. The Securities may be redeemed in part in the minimum authorized denomination for the Securities or in
any integral multiple of such amount.
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.
If, as a result of
any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing
authority thereof or therein), or any change in, or amendments to, an official position regarding the application or interpretation of
such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after June 4, 2026, the Company
becomes or, based upon a written opinion of independent counsel selected by the Company, will become or there is a substantial
probability that the Company will become obligated to pay Additional Amounts (as defined below) with respect to the Securities, then the
Securities may be redeemed at the option of the Company, in whole, but not in part, at a redemption price equal to 100% of the principal
amount of the Securities, together with accrued and unpaid interest on the Securities to, but not including, the Redemption Date. Notice
of any redemption shall be transmitted to Holders not more than 60 nor less than 15 days prior to the date fixed for redemption.
3
All payments in respect
of the Securities shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any 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 such withholding or deduction is required by law, the Company shall, subject to certain
exceptions provided for in the Officers’ Certificate dated June 11, 2026 pursuant to the Indenture, pay to a Holder who is
not a United States person (as defined in the Indenture) such additional amounts (the “Additional Amounts”) on the Securities
as are necessary in order that the net payment by the Company or a paying agent of the principal of, and premium or Redemption Price,
if any, and interest on, the Securities to such Holder, after such withholding or deduction, shall not be less than the amount provided
in the Securities to be then due and payable.
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 of, 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.
4
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 Guarantor 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 Register,
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, shall 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 ¥100,000,000 and any integral multiple of ¥10,000,000 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.
5
Except as provided in Article Sixteen of the
Indenture, 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,
member, 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.
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 “ISIN,” “Common Code” and “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 ISIN, Common Code and CUSIP numbers as printed on the Securities of this series, and reliance may
be placed only on the other identification numbers printed hereon.
Capitalized terms used in this Security which are
not defined herein shall have the meanings assigned to them in the Indenture.
[This space intentionally left blank.]
6
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee 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 YEN FINANCE LLC
By:
Name: David Malinger
Title: Senior
Vice President and Assistant Secretary
Attest
By:
Name: Jessica Polgar
Title: Assistant Secretary
Dated: June 11, 2026
7
TRUSTEE’S 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:
Authorized Officer
8
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
Yen Finance LLC 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.
9
GUARANTEE
FOR VALUE RECEIVED, the undersigned hereby, jointly
and severally with any other Guarantors, unconditionally guarantees to the Holder of the accompanying 2.527% Notes due 2030 (the “Yen
Note”) issued by Prologis Yen Finance LLC (the “Company”) under an Indenture, dated as of September 25, 2018 (together
with the First Supplemental Indenture thereto, the “Indenture”) among the Company, Prologis, L.P., as parent guarantor, U.S.
Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee thereunder (the “Trustee”),
transfer agent, paying agent and security registrar, (a) the full and prompt payment of the principal of and premium or Redemption
Price, if any, on such Yen Note when and as the same shall become due and payable, whether at Stated Maturity, by acceleration, by redemption
or otherwise, and (b) the full and prompt payment of the interest on such Yen Note when and as the same shall become due and payable,
according to the terms of such Yen Note and of the Indenture. In case of the failure of the Company punctually to pay any such principal,
premium or interest, the undersigned hereby agrees to cause any such payment to be made punctually when and as the same shall become due
and payable, whether at Stated Maturity, upon acceleration, by redemption or otherwise, and as if such payment were made by the Company.
The undersigned hereby agrees, jointly and severally with any other Guarantors, that its obligations hereunder shall be as principal and
not merely as surety, and shall be absolute and unconditional, and shall not be affected, modified or impaired by the following: (a) the
failure to give notice to the Guarantors of the occurrence of an Event of Default under the Indenture; (b) the waiver, surrender,
compromise, settlement, release or termination of the payment, performance or observance by the Company or the Guarantors of any or all
of the obligations, covenants or agreements of either of them contained in the Indenture or the Yen Notes; (c) the acceleration,
extension or any other changes in the time for payment of any principal of or interest or any premium on any Yen Note or for any other
payment under the Indenture or of the time for performance of any other obligations, covenants or agreements under or arising out of the
Indenture or the Yen Notes; (d) the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement
set forth in the Indenture or the Yen Notes; (e) the taking or the omission of any of the actions referred to in the Indenture and
in any of the actions under the Yen Notes; (f) any failure, omission, delay or lack on the part of the Trustee to enforce, assert
or exercise any right, power or remedy conferred on the Trustee in the Indenture, or any other action or acts on the part of the Trustee
or any of the Holders from time to time of the Yen Notes; (g) the voluntary or involuntary liquidation, dissolution, sale or other
disposition of all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment
for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings
affecting the Guarantors or the Company or any of the assets of any of them, or any allegation or contest of the validity of this Guarantee
in any such proceeding; (h) to the extent permitted by law, the release or discharge by operation of law of the Guarantors from the
performance or observance of any obligation, covenant or agreement contained in the Indenture; (i) to the extent permitted by law,
the release or discharge by operation of law of the Company from the performance or observance of any obligation, covenant or agreement
contained in the Indenture; (j) the default or failure of the Company or the Trustee fully to perform any of its obligations set
forth in the Indenture or the Yen Notes; (k) the invalidity, irregularity or unenforceability of the Indenture or the Yen Notes or
any part of any thereof; (l) any judicial or governmental action affecting the Company or any Yen Notes or consent or indulgence
granted to the Company by the Holders or by the Trustee; or (m) the recovery of any judgment against the Company or any action to
enforce the same or any other circumstance which might constitute a legal or equitable discharge of a surety or guarantor. The undersigned
hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, sale, lease or conveyance
of all or substantially all of its assets, insolvency or bankruptcy of the Company, any right to require a proceeding first against the
Company, protest or notice with respect to such Notice or the indebtedness evidenced thereby and all demands whatsoever, and covenants
that this Guarantee shall not be discharged except by complete performance of the obligations contained in such Yen Note and in this Guarantee.
10
No reference herein to such Indenture and no provision
of this Guarantee or of such Indenture shall alter or impair the guarantee of the undersigned, which is absolute and unconditional, of
the full and prompt payment of the principal of and premium, if any, and interest on the Yen Note.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
This Guarantee shall not be valid or obligatory
for any purpose until the certificate of authentication on the Yen Note shall have been executed by the Trustee under the Indenture referred
to above by the manual signature of one of its authorized officers. The validity and enforceability of this Guarantee shall not be affected
by the fact that it is not affixed to any particular Yen Note.
An Event of Default under the Indenture or the
Yen Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Yen Notes to accelerate the obligations
of the undersigned hereunder in the same manner and to the same extent as the obligations of the Company.
Notwithstanding any other provision of this Guarantee
to the contrary, the undersigned hereby waives any claims or other rights which it may now have or hereafter acquire against the Company
that arise from the existence or performance of its obligations under this Guarantee (all such claims and rights are referred to as “Guarantor’s
Conditional Rights”), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, or indemnification,
any right to participate in any claim or remedy against the Company, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, by any payment made hereunder or otherwise, including without limitation, the right to take or receive
from the Company, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account
of such claim or other rights. Guarantor hereby agrees not to exercise any rights which may be acquired by way of contribution under this
Guarantee or any other agreement, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive
from any other Guarantor, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on
account of such contribution rights. If, notwithstanding the foregoing provisions, any amount shall be paid to the undersigned on account
of the Guarantor’s Conditional Rights and either (i) such amount is paid to such undersigned party at any time when the indebtedness
shall not have been paid or performed in full, or (ii) regardless of when such amount is paid to such undersigned party, any payment
made by the Company to a Holder that is at any time determined to be a Preferential Payment (as defined below), then such amount paid
to the undersigned shall be held in trust for the benefit of Holder and shall forthwith be paid to such Holder to be credited and applied
upon the indebtedness, whether matured or unmatured. Any such payment is herein referred to as a “Preferential Payment” to
the extent the Company makes any payment to Holder in connection with the Yen Note, and any or all of such payment is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid or paid over to a trustee, receiver or any other entity,
whether under any bankruptcy act or otherwise.
11
To the extent that any of the provisions of the
immediately preceding paragraph shall not be enforceable, the undersigned agrees that until such time as the indebtedness has been paid
and performed in full and the period of time has expired during which any payment made by the Company or the undersigned to a Holder may
be determined to be a Preferential Payment, Guarantor’s Conditional Rights to the extent not validly waived shall be subordinate
to Holders’ right to full payment and performance of the indebtedness and the undersigned shall not enforce any of Guarantor’s
Conditional Rights until such time as the indebtedness has been paid and performed in full and the period of time has expired during which
any payment made by the Company or the undersigned to Holders may be determined to be a Preferential Payment.
The obligations of the undersigned to the Holders
of the Yen Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Sixteen of the
Indenture and reference is hereby made to the Indenture for the precise terms of this Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.
Capitalized terms used in this Guarantee which
are not defined herein shall have the meanings assigned to them in the Indenture.
[Remainder of page intentionally left blank.]
12
IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be
duly executed.
Dated: June 11, 2026
PROLOGIS, L.P.
By: Prologis, Inc., its general partner
By:
Name:
Title:
13
EX-4.3 — EXHIBIT 4.3
EX-4.3
Filename: tm2617407d1_ex4-3.htm · Sequence: 5
Exhibit 4.3
PROLOGIS YEN FINANCE LLC
Officers’ Certificate
June 11, 2026
The
undersigned officers of Prologis Yen Finance LLC (the “Company”), acting pursuant to the resolutions of the
board of directors or a committee thereof, as applicable, of Prologis, Inc., the ultimate parent of the Company, dated as of April 28,
2026 and June 4, 2026, hereby establish a series of debt securities by means of this Officers’ Certificate in accordance with
the Indenture, dated as of September 25, 2018 (the “Base Indenture,” and as supplemented by the First Supplemental
Indenture thereto, the “Indenture”), among the Company, Prologis, L.P., as parent guarantor, and U.S. Bank Trust Company,
National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”). Capitalized
terms used but not defined in this Officers’ Certificate shall have the meanings ascribed to them in the Indenture.
3.389% Notes due 2035
1. The
series shall be entitled the “3.389% Notes due 2035” (the “Notes”) and shall be a series of Yen Notes as
defined in the First Supplemental Indenture.
2. The
Notes initially shall be limited to an aggregate principal amount of ¥3,500,000,000 (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); provided, the Company may increase such aggregate principal amount upon the action
of the Board of Directors to do so from time to time.
3. The
Notes shall bear interest at the rate of 3.389% per annum. The aggregate principal amount of the Notes is payable at maturity on December 13,
2035. The interest on this Series shall accrue from and including June 11, 2026 or from 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 June 11 and December 11 of each year (each an “Interest Payment Date”), commencing on December 11,
2026. Interest shall be paid to persons in whose names the Notes are registered on the May 27 or the November 26, as the case
may be, preceding the Interest Payment Date, whether or not a Yen Business Day (each a “Regular 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 111 Fillmore Ave. East, St. Paul, Minnesota
55107. 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. If,
as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States
(or any taxing authority thereof or therein), or any change in, or amendments to, an official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after June 4, 2026, the Company
becomes or, based upon a written opinion of independent counsel selected by the Company, will become or there is a substantial probability
that the Company will become obligated to pay Additional Amounts with respect to the Notes, then the Notes may be redeemed at the option
of the Company, in whole, but not in part, at a redemption price (the “Tax Redemption Price”) equal to 100% of the
principal amount of the Notes, together with accrued and unpaid interest on the Notes to, but not including, the Redemption Date. Notice
of any redemption shall be transmitted to Holders not more than 60 nor less than 15 days prior to the Redemption Date.
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 Tax Redemption
Price upon surrender of such Notes in accordance with such notice.
6. On
or after September 13, 2035 (the “Par Call Date”), the Notes 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 Notes to be redeemed, plus
accrued and unpaid interest, if any, to, but not including, the Redemption Date. Notice of redemption will be mailed or
electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) not more than 60 nor less
than 10 days prior to the date fixed for redemption to each Holder to be redeemed at its registered address.
The notice of redemption will
state, among other things, the amount of the Notes to be redeemed, the Redemption Date, the Redemption Price and the place or places that
payment will be made upon presentation and surrender of the Notes to be redeemed. Unless the Company defaults in payment of the Redemption
Price, interest shall cease to accrue on the Notes on the Redemption Date.
If less than all of the Notes
are to be redeemed at the Company’s option, the Company will notify the Trustee at least 45 days prior to the Redemption Date, or
any shorter period as may be satisfactory to the Trustee, of the aggregate principal amount of the Notes to be redeemed and the Redemption
Date. The Trustee will select, in accordance with the rules and procedures of Euroclear and Clearstream (or their respective successors),
the Notes to be redeemed. The Notes may be redeemed in part in the minimum authorized denomination for the Notes or in any integral multiple
of such amount.
2
7. All
payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of,
any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or
any 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 such withholding or deduction is required by law, the Company shall, subject
to certain exceptions provided for herein, pay to a holder who is not a United States person such additional amounts (the “Additional
Amounts”) on the Notes as are necessary in order that the net payment by the Company or the Paying Agent of the principal of,
and premium or Redemption Price, if any, and interest on, the Notes to such holder, after such withholding or deduction, shall 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 shall not apply:
(i) to
any tax, assessment or other governmental charge that would not have been imposed but for the holder, or a fiduciary, settlor, beneficiary,
member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an
estate or trust administered by a fiduciary holder, being considered as:
(a) being
or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States
or having or having had a qualified business unit which has the U.S. Dollar as its functional currency;
(b) having
a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes,
the receipt of any payment or the enforcement of any rights thereunder) or being considered as having such relationship, including being
or having been a citizen or resident of the United States;
(c) being
or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the
United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(d) being
or having been an owner of a 10% or greater interest in the capital or profits of Prologis, L.P. within the meaning of Section 871(h)(3) of
the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision; or
(e) being
a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade
or business;
(ii) to
any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited
liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member
of the partnership or limited liability company would not have been entitled to the payment of an Additional Amount had the beneficiary,
settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(iii) to
any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person
to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or
connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation
of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental charge (including, for
the avoidance of doubt, any backup withholding tax imposed pursuant to Section 3406 of the Code (or any amended or successor provision));
3
(iv) to
any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the
payment;
(v) to
any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative
or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs
later;
(vi) to
any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other
governmental charge;
(vii) to
any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest
on any Note, if such payment can be made without such withholding by at least one other paying agent;
(viii) to
any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any Note,
where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the
date on which payment thereof is duly provided for, whichever occurs later;
(ix) to
any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury
regulations, pronouncements relating thereto or official interpretations thereof or any successor provisions, any agreements entered into
pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreement entered into between the United States
and any other governmental authority in connection with the implementation of the foregoing and any regulations or official law, agreement
or interpretations thereof implementing an intergovernmental approach thereto; or
(x) in
the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix).
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 7, 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.
8. 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.
9. The
Notes shall be issuable in registered form in the form set out in Exhibit A of the First Supplemental Indenture without coupons in
minimum denominations of ¥100,000,000 and any integral multiple of ¥10,000,000 in excess thereof.
4
10. The
principal amount of, and the Tax Redemption Price, if any, on, the Notes shall be payable upon declaration of acceleration pursuant to
Section 502 of the Base Indenture.
11. The
Notes shall be denominated in and principal of or interest on the Notes (or Tax Redemption Price, if applicable) shall be payable in yen.
If the yen is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s
control, then all payments in respect of the Notes shall be made in U.S. Dollars until the yen is again available to the Company. In such
circumstances, the amount payable on any date in yen shall be converted into U.S. Dollars at the rate mandated by the Board of Governors
of the Federal Reserve System as of the close of business on the second business day prior to the relevant payment date or, if the Board
of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. Dollar/yen exchange
rate published in The Wall Street Journal on or prior to the second business day prior to the relevant payment date or, in the event The
Wall Street Journal has not published such exchange rate, the rate shall be determined in the Company’s sole discretion on the basis
of the most recently available market exchange rate for yen. 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.
12. Except
as provided in Paragraphs 3 and 5 of this Officers’ Certificate, the amount of payments of principal of or interest on the Notes
(or Tax Redemption Price, if applicable) shall not be determined with reference to an index or formula.
13. Except
as set forth herein, in the Indenture or in the Notes, none of the principal of or interest on the Notes (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.
14. 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.
15. 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.
16. 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.
17. Sections 1402
and 1403 of the Base Indenture shall be applicable to the Notes.
18. The
Notes shall not be issued upon the exercise of debt warrants.
19. Article Sixteen
of the Base Indenture shall be applicable to the Notes.
20. The
other terms and conditions of the Notes shall be substantially as set forth in the Indenture, in the Prospectus dated August 15,
2025 and the Prospectus Supplement dated June 4, 2026 relating to the Notes.
[The remainder of this page intentionally
left blank.]
5
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 – 3.389% Notes due 2035]
EX-4.4 — EXHIBIT 4.4
EX-4.4
Filename: tm2617407d1_ex4-4.htm · Sequence: 6
Exhibit 4.4
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”)
TO PROLOGIS YEN FINANCE LLC (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
U.S. Bank Europe DAC, AS COMMON DEPOSITARY (THE “COMMON DEPOSITARY”) FOR EUROCLEAR/CLEARSTREAM
(AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON
DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, USB NOMINEES (UK) LIMITED, HAS AN INTEREST HEREIN.
THIS SECURITY IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME
OF USB NOMINEES (UK) LIMITED, AS NOMINEE OF THE COMMON DEPOSITARY. 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 THE COMMON DEPOSITARY TO A
NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY
OR A NOMINEE OF THE COMMON DEPOSITARY TO A SUCCESSOR COMMON DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY.
REGISTERED
PRINCIPAL AMOUNT
No. R-1
¥3,500,000,000
ISIN No.: XS3401959062
COMMON CODE: 340195906
CUSIP No.: 74346G BB7
PROLOGIS YEN FINANCE LLC
3.389% Notes due 2035
PROLOGIS YEN FINANCE
LLC, a limited liability company 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 USB
Nominees (UK) Limited, or registered assigns, upon presentation, the principal sum of THREE billion
FIVE hundred million yen (¥3,500,000,000) on December 13, 2035 and to pay interest on the outstanding principal
amount thereon at the rate of 3.389% per annum, until the entire principal hereof is paid or made available for payment.
Interest shall accrue from and including June 11,
2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, and be payable semi-annually
in arrears on June 11 and December 11 of each year, commencing on December 11, 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 the May 27 or the November 26 (whether or not a Yen Business Day), as the case may be, next preceding such Interest Payment
Date. Interest on this Security shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If any Interest Payment
Date, maturity date or earlier date of redemption falls on a day that is not a Yen Business Day, the required payment shall be made on
the next Yen 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
Yen Business Day. For purposes of the notes, “Yen 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, the City of London or the City of Tokyo 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 St. Paul, Minnesota, initially the corporate trust office of the Paying Agent, located at 111 Fillmore Ave. East,
St. Paul, Minnesota 55107, in yen.
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 yen. If the yen is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond
the Company’s control, then all payments in respect of the Securities shall be made in U.S. Dollars until the yen is again available
to the Company. In such circumstances, the amount payable on any date in yen will be converted into U.S. Dollars at the rate mandated
by the Board of Governors of the Federal Reserve System as of the close of business on the second Yen Business Day prior to the relevant
payment date, or if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most
recent U.S. dollar/yen exchange rate published in The Wall Street Journal on or prior to the second Yen Business Day prior to the relevant
payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s
sole discretion on the basis of the most recently available Market Exchange Rate on or before the date that payment is due. Any payment
in respect of this Security so made in U.S. Dollars shall not constitute an event of default under the Indenture. Neither the Trustee
nor the Paying Agent (as defined below) shall be responsible for obtaining exchange rates, effecting conversions or otherwise handling
redenominations. “Market Exchange Rate” means the noon buying rate in the City of New York for cable transfers of yen as certified
for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York.
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 September 25, 2018 (herein called the “Base Indenture”), among the Company, Prologis, L.P. (herein
called the “Parent Guarantor,” 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 first
supplemental indenture, dated as of September 25, 2018 (together with the Base Indenture, the “Indenture”), among the
Company, the Parent Guarantor, the Trustee, Transfer Agent, Paying Agent (which term includes any successor paying agent under the Indenture
with respect to the series of which this Security is a part) and Security Registrar, to which the Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Parent Guarantor, 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.
2
On or after September 13, 2035 (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.
Notice of redemption
will be mailed or electronically delivered (or otherwise transmitted in accordance with the
depositary’s procedures) not more than 60 nor less than 10 days prior to the date fixed for redemption to each Holder to
be redeemed at its registered address. The notice of redemption for the Securities shall state, among other things, the amount of the
Securities to be redeemed, the Redemption Date, the Redemption Price and the place or places that payment will be made upon presentation
and surrender of the Securities to be redeemed. Unless the Company defaults in payment of the redemption price, interest will cease to
accrue on any series of notes that have been called for redemption at the Redemption Date.
If less than all of the Securities are to be redeemed
at the Company’s option, the Company will notify the Trustee at least 45 days prior to the Redemption Date, or any shorter
period as may be satisfactory to the Trustee, of the aggregate principal amount of the Securities to be redeemed and the Redemption Date.
The Trustee will select, in accordance with the rules and procedures of Euroclear and Clearstream (or their respective successors),
the Securities to be redeemed. The Securities may be redeemed in part in the minimum authorized denomination for the Securities or in
any integral multiple of such amount.
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.
If, as a result of
any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing
authority thereof or therein), or any change in, or amendments to, an official position regarding the application or interpretation of
such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after June 4, 2026, the Company
becomes or, based upon a written opinion of independent counsel selected by the Company, will become or there is a substantial
probability that the Company will become obligated to pay Additional Amounts (as defined below) with respect to the Securities, then the
Securities may be redeemed at the option of the Company, in whole, but not in part, at a redemption price equal to 100% of the principal
amount of the Securities, together with accrued and unpaid interest on the Securities to, but not including, the Redemption Date. Notice
of any redemption shall be transmitted to Holders not more than 60 nor less than 15 days prior to the date fixed for redemption.
3
All payments in respect
of the Securities shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any 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 such withholding or deduction is required by law, the Company shall, subject to certain
exceptions provided for in the Officers’ Certificate dated June 11, 2026 pursuant to the Indenture, pay to a Holder who is
not a United States person (as defined in the Indenture) such additional amounts (the “Additional Amounts”) on the Securities
as are necessary in order that the net payment by the Company or a paying agent of the principal of, and premium or Redemption Price,
if any, and interest on, the Securities to such Holder, after such withholding or deduction, shall not be less than the amount provided
in the Securities to be then due and payable.
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 of, 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.
4
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 Guarantor 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 Register,
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, shall 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 ¥100,000,000 and any integral multiple of ¥10,000,000 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.
5
Except as provided in Article Sixteen of the
Indenture, 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,
member, 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.
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 “ISIN,” “Common Code” and “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 ISIN, Common Code and CUSIP numbers as printed on the Securities of this series, and reliance may
be placed only on the other identification numbers printed hereon.
Capitalized terms used in this Security which are
not defined herein shall have the meanings assigned to them in the Indenture.
[This space intentionally left blank.]
6
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee 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 YEN FINANCE LLC
By:
Name: David Malinger
Title: Senior Vice President and Assistant Secretary
Attest
By:
Name: Jessica Polgar
Title: Assistant Secretary
Dated: June 11, 2026
7
TRUSTEE’S 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:
Authorized Officer
8
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 Yen Finance LLC 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.
9
GUARANTEE
FOR VALUE RECEIVED, the undersigned hereby, jointly
and severally with any other Guarantors, unconditionally guarantees to the Holder of the accompanying 3.389% Notes due 2035 (the “Yen
Note”) issued by Prologis Yen Finance LLC (the “Company”) under an Indenture, dated as of September 25, 2018 (together
with the First Supplemental Indenture thereto, the “Indenture”) among the Company, Prologis, L.P., as parent guarantor, U.S.
Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee thereunder (the “Trustee”),
transfer agent, paying agent and security registrar, (a) the full and prompt payment of the principal of and premium or Redemption
Price, if any, on such Yen Note when and as the same shall become due and payable, whether at Stated Maturity, by acceleration, by redemption
or otherwise, and (b) the full and prompt payment of the interest on such Yen Note when and as the same shall become due and payable,
according to the terms of such Yen Note and of the Indenture. In case of the failure of the Company punctually to pay any such principal,
premium or interest, the undersigned hereby agrees to cause any such payment to be made punctually when and as the same shall become due
and payable, whether at Stated Maturity, upon acceleration, by redemption or otherwise, and as if such payment were made by the Company.
The undersigned hereby agrees, jointly and severally with any other Guarantors, that its obligations hereunder shall be as principal and
not merely as surety, and shall be absolute and unconditional, and shall not be affected, modified or impaired by the following: (a) the
failure to give notice to the Guarantors of the occurrence of an Event of Default under the Indenture; (b) the waiver, surrender,
compromise, settlement, release or termination of the payment, performance or observance by the Company or the Guarantors of any or all
of the obligations, covenants or agreements of either of them contained in the Indenture or the Yen Notes; (c) the acceleration,
extension or any other changes in the time for payment of any principal of or interest or any premium on any Yen Note or for any other
payment under the Indenture or of the time for performance of any other obligations, covenants or agreements under or arising out of the
Indenture or the Yen Notes; (d) the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement
set forth in the Indenture or the Yen Notes; (e) the taking or the omission of any of the actions referred to in the Indenture and
in any of the actions under the Yen Notes; (f) any failure, omission, delay or lack on the part of the Trustee to enforce, assert
or exercise any right, power or remedy conferred on the Trustee in the Indenture, or any other action or acts on the part of the Trustee
or any of the Holders from time to time of the Yen Notes; (g) the voluntary or involuntary liquidation, dissolution, sale or other
disposition of all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment
for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings
affecting the Guarantors or the Company or any of the assets of any of them, or any allegation or contest of the validity of this Guarantee
in any such proceeding; (h) to the extent permitted by law, the release or discharge by operation of law of the Guarantors from the
performance or observance of any obligation, covenant or agreement contained in the Indenture; (i) to the extent permitted by law,
the release or discharge by operation of law of the Company from the performance or observance of any obligation, covenant or agreement
contained in the Indenture; (j) the default or failure of the Company or the Trustee fully to perform any of its obligations set
forth in the Indenture or the Yen Notes; (k) the invalidity, irregularity or unenforceability of the Indenture or the Yen Notes or
any part of any thereof; (l) any judicial or governmental action affecting the Company or any Yen Notes or consent or indulgence
granted to the Company by the Holders or by the Trustee; or (m) the recovery of any judgment against the Company or any action to
enforce the same or any other circumstance which might constitute a legal or equitable discharge of a surety or guarantor. The undersigned
hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, sale, lease or conveyance
of all or substantially all of its assets, insolvency or bankruptcy of the Company, any right to require a proceeding first against the
Company, protest or notice with respect to such Notice or the indebtedness evidenced thereby and all demands whatsoever, and covenants
that this Guarantee shall not be discharged except by complete performance of the obligations contained in such Yen Note and in this Guarantee.
10
No reference herein to such Indenture and no provision
of this Guarantee or of such Indenture shall alter or impair the guarantee of the undersigned, which is absolute and unconditional, of
the full and prompt payment of the principal of and premium, if any, and interest on the Yen Note.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
This Guarantee shall not be valid or obligatory
for any purpose until the certificate of authentication on the Yen Note shall have been executed by the Trustee under the Indenture referred
to above by the manual signature of one of its authorized officers. The validity and enforceability of this Guarantee shall not be affected
by the fact that it is not affixed to any particular Yen Note.
An Event of Default under the Indenture or the
Yen Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Yen Notes to accelerate the obligations
of the undersigned hereunder in the same manner and to the same extent as the obligations of the Company.
Notwithstanding any other provision of this Guarantee
to the contrary, the undersigned hereby waives any claims or other rights which it may now have or hereafter acquire against the Company
that arise from the existence or performance of its obligations under this Guarantee (all such claims and rights are referred to as “Guarantor’s
Conditional Rights”), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, or indemnification,
any right to participate in any claim or remedy against the Company, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, by any payment made hereunder or otherwise, including without limitation, the right to take or receive
from the Company, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account
of such claim or other rights. Guarantor hereby agrees not to exercise any rights which may be acquired by way of contribution under this
Guarantee or any other agreement, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive
from any other Guarantor, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on
account of such contribution rights. If, notwithstanding the foregoing provisions, any amount shall be paid to the undersigned on account
of the Guarantor’s Conditional Rights and either (i) such amount is paid to such undersigned party at any time when the indebtedness
shall not have been paid or performed in full, or (ii) regardless of when such amount is paid to such undersigned party, any payment
made by the Company to a Holder that is at any time determined to be a Preferential Payment (as defined below), then such amount paid
to the undersigned shall be held in trust for the benefit of Holder and shall forthwith be paid to such Holder to be credited and applied
upon the indebtedness, whether matured or unmatured. Any such payment is herein referred to as a “Preferential Payment” to
the extent the Company makes any payment to Holder in connection with the Yen Note, and any or all of such payment is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid or paid over to a trustee, receiver or any other entity,
whether under any bankruptcy act or otherwise.
11
To the extent that any of the provisions of the
immediately preceding paragraph shall not be enforceable, the undersigned agrees that until such time as the indebtedness has been paid
and performed in full and the period of time has expired during which any payment made by the Company or the undersigned to a Holder may
be determined to be a Preferential Payment, Guarantor’s Conditional Rights to the extent not validly waived shall be subordinate
to Holders’ right to full payment and performance of the indebtedness and the undersigned shall not enforce any of Guarantor’s
Conditional Rights until such time as the indebtedness has been paid and performed in full and the period of time has expired during which
any payment made by the Company or the undersigned to Holders may be determined to be a Preferential Payment.
The obligations of the undersigned to the Holders
of the Yen Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Sixteen of the
Indenture and reference is hereby made to the Indenture for the precise terms of this Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.
Capitalized terms used in this Guarantee which
are not defined herein shall have the meanings assigned to them in the Indenture.
[Remainder of page intentionally left blank.]
12
IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be
duly executed.
Dated: June 11, 2026
PROLOGIS,
L.P.
By:
Prologis, Inc., its general partner
By:
Name:
Title:
13
EX-4.5 — EXHIBIT 4.5
EX-4.5
Filename: tm2617407d1_ex4-5.htm · Sequence: 7
Exhibit 4.5
PROLOGIS YEN FINANCE LLC
Officers’ Certificate
June 11, 2026
The
undersigned officers of Prologis Yen Finance LLC (the “Company”), acting pursuant to the resolutions of the
board of directors or a committee thereof, as applicable, of Prologis, Inc., the ultimate parent of the Company, dated as of April 28,
2026 and June 4, 2026, hereby establish a series of debt securities by means of this Officers’ Certificate in accordance with
the Indenture, dated as of September 25, 2018 (the “Base Indenture,” and as supplemented by the First Supplemental
Indenture thereto, the “Indenture”), among the Company, Prologis, L.P., as parent guarantor, and U.S. Bank Trust Company,
National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”). Capitalized
terms used but not defined in this Officers’ Certificate shall have the meanings ascribed to them in the Indenture.
3.905% Notes due 2041
1. The
series shall be entitled the “3.905% Notes due 2041” (the “Notes”) and shall be a series of Yen Notes as
defined in the First Supplemental Indenture.
2. The
Notes initially shall be limited to an aggregate principal amount of ¥8,900,000,000 (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); provided, the Company may increase such aggregate principal amount upon the action
of the Board of Directors to do so from time to time.
3. The
Notes shall bear interest at the rate of 3.905% per annum. The aggregate principal amount of the Notes is payable at maturity on December 13,
2041. The interest on this Series shall accrue from and including June 11, 2026 or from 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 June 11 and December 11 of each year (each an “Interest Payment Date”), commencing on December 11,
2026. Interest shall be paid to persons in whose names the Notes are registered on the May 27 or the November 26, as the case
may be, preceding the Interest Payment Date, whether or not a Yen Business Day (each a “Regular 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 111 Fillmore Ave. East, St. Paul, Minnesota
55107. 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. If,
as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States
(or any taxing authority thereof or therein), or any change in, or amendments to, an official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after June 4, 2026, the Company
becomes or, based upon a written opinion of independent counsel selected by the Company, will become or there is a substantial probability
that the Company will become obligated to pay Additional Amounts with respect to the Notes, then the Notes may be redeemed at the option
of the Company, in whole, but not in part, at a redemption price (the “Tax Redemption Price”) equal to 100% of the
principal amount of the Notes, together with accrued and unpaid interest on the Notes to, but not including, the Redemption Date. Notice
of any redemption shall be transmitted to Holders not more than 60 nor less than 15 days prior to the Redemption Date.
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 Tax Redemption
Price upon surrender of such Notes in accordance with such notice.
6. On
or after September 13, 2041 (the “Par Call Date”), the Notes 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 Notes to be redeemed, plus
accrued and unpaid interest, if any, to, but not including, the Redemption Date. Notice of redemption will be mailed or
electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) not more than 60 nor less
than 10 days prior to the date fixed for redemption to each Holder to be redeemed at its registered address.
The notice of redemption will
state, among other things, the amount of the Notes to be redeemed, the Redemption Date, the Redemption Price and the place or places that
payment will be made upon presentation and surrender of the Notes to be redeemed. Unless the Company defaults in payment of the Redemption
Price, interest shall cease to accrue on the Notes on the Redemption Date.
If less than all of the Notes
are to be redeemed at the Company’s option, the Company will notify the Trustee at least 45 days prior to the Redemption Date, or
any shorter period as may be satisfactory to the Trustee, of the aggregate principal amount of the Notes to be redeemed and the Redemption
Date. The Trustee will select, in accordance with the rules and procedures of Euroclear and Clearstream (or their respective successors),
the Notes to be redeemed. The Notes may be redeemed in part in the minimum authorized denomination for the Notes or in any integral multiple
of such amount.
7. All
payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of,
any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or
any 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 such withholding or deduction is required by law, the Company shall, subject
to certain exceptions provided for herein, pay to a holder who is not a United States person such additional amounts (the “Additional
Amounts”) on the Notes as are necessary in order that the net payment by the Company or the Paying Agent of the principal of,
and premium or Redemption Price, if any, and interest on, the Notes to such holder, after such withholding or deduction, shall 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 shall not apply:
2
(i) to
any tax, assessment or other governmental charge that would not have been imposed but for the holder, or a fiduciary, settlor, beneficiary,
member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an
estate or trust administered by a fiduciary holder, being considered as:
(a) being
or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States
or having or having had a qualified business unit which has the U.S. Dollar as its functional currency;
(b) having
a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes,
the receipt of any payment or the enforcement of any rights thereunder) or being considered as having such relationship, including being
or having been a citizen or resident of the United States;
(c) being
or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the
United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(d) being
or having been an owner of a 10% or greater interest in the capital or profits of Prologis, L.P. within the meaning of Section 871(h)(3) of
the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision; or
(e) being
a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade
or business;
(ii) to
any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited
liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member
of the partnership or limited liability company would not have been entitled to the payment of an Additional Amount had the beneficiary,
settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(iii) to
any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person
to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or
connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation
of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental charge (including, for
the avoidance of doubt, any backup withholding tax imposed pursuant to Section 3406 of the Code (or any amended or successor provision));
3
(iv) to
any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the
payment;
(v) to
any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative
or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs
later;
(vi) to
any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other
governmental charge;
(vii) to
any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest
on any Note, if such payment can be made without such withholding by at least one other paying agent;
(viii) to
any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any Note,
where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the
date on which payment thereof is duly provided for, whichever occurs later;
(ix) to
any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury
regulations, pronouncements relating thereto or official interpretations thereof or any successor provisions, any agreements entered into
pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreement entered into between the United States
and any other governmental authority in connection with the implementation of the foregoing and any regulations or official law, agreement
or interpretations thereof implementing an intergovernmental approach thereto; or
(x) in
the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix).
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 7, 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.
8. 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.
9. The
Notes shall be issuable in registered form in the form set out in Exhibit A of the First Supplemental Indenture without coupons in
minimum denominations of ¥100,000,000 and any integral multiple of ¥10,000,000 in excess thereof.
4
10. The
principal amount of, and the Tax Redemption Price, if any, on, the Notes shall be payable upon declaration of acceleration pursuant to
Section 502 of the Base Indenture.
11. The
Notes shall be denominated in and principal of or interest on the Notes (or Tax Redemption Price, if applicable) shall be payable in yen.
If the yen is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s
control, then all payments in respect of the Notes shall be made in U.S. Dollars until the yen is again available to the Company. In such
circumstances, the amount payable on any date in yen shall be converted into U.S. Dollars at the rate mandated by the Board of Governors
of the Federal Reserve System as of the close of business on the second business day prior to the relevant payment date or, if the Board
of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. Dollar/yen exchange
rate published in The Wall Street Journal on or prior to the second business day prior to the relevant payment date or, in the event The
Wall Street Journal has not published such exchange rate, the rate shall be determined in the Company’s sole discretion on the basis
of the most recently available market exchange rate for yen. 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.
12. Except
as provided in Paragraphs 3 and 5 of this Officers’ Certificate, the amount of payments of principal of or interest on the Notes
(or Tax Redemption Price, if applicable) shall not be determined with reference to an index or formula.
13. Except
as set forth herein, in the Indenture or in the Notes, none of the principal of or interest on the Notes (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.
14. 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.
15. 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.
16. 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.
17. Sections 1402
and 1403 of the Base Indenture shall be applicable to the Notes.
18. The
Notes shall not be issued upon the exercise of debt warrants.
19. Article Sixteen
of the Base Indenture shall be applicable to the Notes.
5
20. The
other terms and conditions of the Notes shall be substantially as set forth in the Indenture, in the Prospectus dated August 15,
2025 and the Prospectus Supplement dated June 4, 2026 relating to the Notes.
[The remainder of this page intentionally
left blank.]
6
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 – 3.905% Notes due 2041]
EX-4.6 — EXHIBIT 4.6
EX-4.6
Filename: tm2617407d1_ex4-6.htm · Sequence: 8
Exhibit 4.6
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”)
TO PROLOGIS YEN FINANCE LLC (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
U.S. Bank Europe DAC, AS COMMON DEPOSITARY (THE “COMMON DEPOSITARY”) FOR EUROCLEAR/CLEARSTREAM
(AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON
DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, USB NOMINEES (UK) LIMITED, HAS AN INTEREST HEREIN.
THIS SECURITY IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME
OF USB NOMINEES (UK) LIMITED, AS NOMINEE OF THE COMMON DEPOSITARY. 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 THE COMMON DEPOSITARY TO A
NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY
OR A NOMINEE OF THE COMMON DEPOSITARY TO A SUCCESSOR COMMON DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY.
REGISTERED
PRINCIPAL AMOUNT
No. R-1
¥8,900,000,000
ISIN No.: XS3401959146
COMMON CODE: 340195914
CUSIP No.: 74346G BC5
PROLOGIS YEN FINANCE
LLC
3.905% NOTES DUE 2041
PROLOGIS YEN FINANCE
LLC, a limited liability company 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 USB
Nominees (UK) Limited, or registered assigns, upon presentation, the principal sum of EIGHT billion
NINE hundred million yen (¥8,900,000,000) on December 13, 2041 and to pay interest on the outstanding principal
amount thereon at the rate of 3.905% per annum, until the entire principal hereof is paid or made available for payment.
Interest shall accrue from and including June 11,
2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, and be payable semi-annually
in arrears on June 11 and December 11 of each year, commencing on December 11, 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 the May 27 or the November 26 (whether or not a Yen Business Day), as the case may be, next preceding such Interest Payment
Date. Interest on this Security shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If any Interest Payment
Date, maturity date or earlier date of redemption falls on a day that is not a Yen Business Day, the required payment shall be made on
the next Yen 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
Yen Business Day. For purposes of the notes, “Yen 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, the City of London or the City of Tokyo 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 St. Paul, Minnesota, initially the corporate trust office of the Paying Agent, located at 111 Fillmore Ave. East,
St. Paul, Minnesota 55107, in yen.
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 yen. If the yen is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond
the Company’s control, then all payments in respect of the Securities shall be made in U.S. Dollars until the yen is again available
to the Company. In such circumstances, the amount payable on any date in yen will be converted into U.S. Dollars at the rate mandated
by the Board of Governors of the Federal Reserve System as of the close of business on the second Yen Business Day prior to the relevant
payment date, or if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most
recent U.S. dollar/yen exchange rate published in The Wall Street Journal on or prior to the second Yen Business Day prior to the relevant
payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s
sole discretion on the basis of the most recently available Market Exchange Rate on or before the date that payment is due. Any payment
in respect of this Security so made in U.S. Dollars shall not constitute an event of default under the Indenture. Neither the Trustee
nor the Paying Agent (as defined below) shall be responsible for obtaining exchange rates, effecting conversions or otherwise handling
redenominations. “Market Exchange Rate” means the noon buying rate in the City of New York for cable transfers of yen as certified
for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York.
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 September 25, 2018 (herein called the “Base Indenture”), among the Company, Prologis, L.P. (herein
called the “Parent Guarantor,” 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 first
supplemental indenture, dated as of September 25, 2018 (together with the Base Indenture, the “Indenture”), among the
Company, the Parent Guarantor, the Trustee, Transfer Agent, Paying Agent (which term includes any successor paying agent under the Indenture
with respect to the series of which this Security is a part) and Security Registrar, to which the Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Parent Guarantor, 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.
2
On or after September 13, 2041 (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.
Notice of redemption
will be mailed or electronically delivered (or otherwise transmitted in accordance with the
depositary’s procedures) not more than 60 nor less than 10 days prior to the date fixed for redemption to each Holder to
be redeemed at its registered address. The notice of redemption for the Securities shall state, among other things, the amount of the
Securities to be redeemed, the Redemption Date, the Redemption Price and the place or places that payment will be made upon presentation
and surrender of the Securities to be redeemed. Unless the Company defaults in payment of the redemption price, interest will cease to
accrue on any series of notes that have been called for redemption at the Redemption Date.
If less than all of the Securities are to be redeemed
at the Company’s option, the Company will notify the Trustee at least 45 days prior to the Redemption Date, or any shorter
period as may be satisfactory to the Trustee, of the aggregate principal amount of the Securities to be redeemed and the Redemption Date.
The Trustee will select, in accordance with the rules and procedures of Euroclear and Clearstream (or their respective successors),
the Securities to be redeemed. The Securities may be redeemed in part in the minimum authorized denomination for the Securities or in
any integral multiple of such amount.
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.
If, as a result of
any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing
authority thereof or therein), or any change in, or amendments to, an official position regarding the application or interpretation of
such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after June 4, 2026, the Company
becomes or, based upon a written opinion of independent counsel selected by the Company, will become or there is a substantial
probability that the Company will become obligated to pay Additional Amounts (as defined below) with respect to the Securities, then the
Securities may be redeemed at the option of the Company, in whole, but not in part, at a redemption price equal to 100% of the principal
amount of the Securities, together with accrued and unpaid interest on the Securities to, but not including, the Redemption Date. Notice
of any redemption shall be transmitted to Holders not more than 60 nor less than 15 days prior to the date fixed for redemption.
3
All payments in respect
of the Securities shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any 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 such withholding or deduction is required by law, the Company shall, subject to certain
exceptions provided for in the Officers’ Certificate dated June 11, 2026 pursuant to the Indenture, pay to a Holder who is
not a United States person (as defined in the Indenture) such additional amounts (the “Additional Amounts”) on the Securities
as are necessary in order that the net payment by the Company or a paying agent of the principal of, and premium or Redemption Price,
if any, and interest on, the Securities to such Holder, after such withholding or deduction, shall not be less than the amount provided
in the Securities to be then due and payable.
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 of, 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.
4
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 Guarantor 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 Register,
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, shall 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 ¥100,000,000 and any integral multiple of ¥10,000,000 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.
5
Except as provided in Article Sixteen of the
Indenture, 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,
member, 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.
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 “ISIN,” “Common Code” and “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 ISIN, Common Code and CUSIP numbers as printed on the Securities of this series, and reliance may
be placed only on the other identification numbers printed hereon.
Capitalized terms used in this Security which are
not defined herein shall have the meanings assigned to them in the Indenture.
[This space intentionally left blank.]
6
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee 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 YEN FINANCE LLC
By:
Name: David Malinger
Title: Senior Vice President and
Assistant Secretary
Attest
By:
Name: Jessica Polgar
Title: Assistant Secretary
Dated: June 11, 2026
7
TRUSTEE’S 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:
Authorized Officer
8
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
Yen Finance LLC 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.
9
GUARANTEE
FOR VALUE RECEIVED, the undersigned hereby, jointly
and severally with any other Guarantors, unconditionally guarantees to the Holder of the accompanying 3.905% Notes due 2041 (the “Yen
Note”) issued by Prologis Yen Finance LLC (the “Company”) under an Indenture, dated as of September 25, 2018 (together
with the First Supplemental Indenture thereto, the “Indenture”) among the Company, Prologis, L.P., as parent guarantor, U.S.
Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee thereunder (the “Trustee”),
transfer agent, paying agent and security registrar, (a) the full and prompt payment of the principal of and premium or Redemption
Price, if any, on such Yen Note when and as the same shall become due and payable, whether at Stated Maturity, by acceleration, by redemption
or otherwise, and (b) the full and prompt payment of the interest on such Yen Note when and as the same shall become due and payable,
according to the terms of such Yen Note and of the Indenture. In case of the failure of the Company punctually to pay any such principal,
premium or interest, the undersigned hereby agrees to cause any such payment to be made punctually when and as the same shall become due
and payable, whether at Stated Maturity, upon acceleration, by redemption or otherwise, and as if such payment were made by the Company.
The undersigned hereby agrees, jointly and severally with any other Guarantors, that its obligations hereunder shall be as principal and
not merely as surety, and shall be absolute and unconditional, and shall not be affected, modified or impaired by the following: (a) the
failure to give notice to the Guarantors of the occurrence of an Event of Default under the Indenture; (b) the waiver, surrender,
compromise, settlement, release or termination of the payment, performance or observance by the Company or the Guarantors of any or all
of the obligations, covenants or agreements of either of them contained in the Indenture or the Yen Notes; (c) the acceleration,
extension or any other changes in the time for payment of any principal of or interest or any premium on any Yen Note or for any other
payment under the Indenture or of the time for performance of any other obligations, covenants or agreements under or arising out of the
Indenture or the Yen Notes; (d) the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement
set forth in the Indenture or the Yen Notes; (e) the taking or the omission of any of the actions referred to in the Indenture and
in any of the actions under the Yen Notes; (f) any failure, omission, delay or lack on the part of the Trustee to enforce, assert
or exercise any right, power or remedy conferred on the Trustee in the Indenture, or any other action or acts on the part of the Trustee
or any of the Holders from time to time of the Yen Notes; (g) the voluntary or involuntary liquidation, dissolution, sale or other
disposition of all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment
for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings
affecting the Guarantors or the Company or any of the assets of any of them, or any allegation or contest of the validity of this Guarantee
in any such proceeding; (h) to the extent permitted by law, the release or discharge by operation of law of the Guarantors from the
performance or observance of any obligation, covenant or agreement contained in the Indenture; (i) to the extent permitted by law,
the release or discharge by operation of law of the Company from the performance or observance of any obligation, covenant or agreement
contained in the Indenture; (j) the default or failure of the Company or the Trustee fully to perform any of its obligations set
forth in the Indenture or the Yen Notes; (k) the invalidity, irregularity or unenforceability of the Indenture or the Yen Notes or
any part of any thereof; (l) any judicial or governmental action affecting the Company or any Yen Notes or consent or indulgence
granted to the Company by the Holders or by the Trustee; or (m) the recovery of any judgment against the Company or any action to
enforce the same or any other circumstance which might constitute a legal or equitable discharge of a surety or guarantor. The undersigned
hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, sale, lease or conveyance
of all or substantially all of its assets, insolvency or bankruptcy of the Company, any right to require a proceeding first against the
Company, protest or notice with respect to such Notice or the indebtedness evidenced thereby and all demands whatsoever, and covenants
that this Guarantee shall not be discharged except by complete performance of the obligations contained in such Yen Note and in this Guarantee.
10
No reference herein to such Indenture and no provision
of this Guarantee or of such Indenture shall alter or impair the guarantee of the undersigned, which is absolute and unconditional, of
the full and prompt payment of the principal of and premium, if any, and interest on the Yen Note.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
This Guarantee shall not be valid or obligatory
for any purpose until the certificate of authentication on the Yen Note shall have been executed by the Trustee under the Indenture referred
to above by the manual signature of one of its authorized officers. The validity and enforceability of this Guarantee shall not be affected
by the fact that it is not affixed to any particular Yen Note.
An Event of Default under the Indenture or the
Yen Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Yen Notes to accelerate the obligations
of the undersigned hereunder in the same manner and to the same extent as the obligations of the Company.
Notwithstanding any other provision of this Guarantee
to the contrary, the undersigned hereby waives any claims or other rights which it may now have or hereafter acquire against the Company
that arise from the existence or performance of its obligations under this Guarantee (all such claims and rights are referred to as “Guarantor’s
Conditional Rights”), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, or indemnification,
any right to participate in any claim or remedy against the Company, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, by any payment made hereunder or otherwise, including without limitation, the right to take or receive
from the Company, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account
of such claim or other rights. Guarantor hereby agrees not to exercise any rights which may be acquired by way of contribution under this
Guarantee or any other agreement, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive
from any other Guarantor, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on
account of such contribution rights. If, notwithstanding the foregoing provisions, any amount shall be paid to the undersigned on account
of the Guarantor’s Conditional Rights and either (i) such amount is paid to such undersigned party at any time when the indebtedness
shall not have been paid or performed in full, or (ii) regardless of when such amount is paid to such undersigned party, any payment
made by the Company to a Holder that is at any time determined to be a Preferential Payment (as defined below), then such amount paid
to the undersigned shall be held in trust for the benefit of Holder and shall forthwith be paid to such Holder to be credited and applied
upon the indebtedness, whether matured or unmatured. Any such payment is herein referred to as a “Preferential Payment” to
the extent the Company makes any payment to Holder in connection with the Yen Note, and any or all of such payment is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid or paid over to a trustee, receiver or any other entity,
whether under any bankruptcy act or otherwise.
11
To the extent that any of the provisions of the
immediately preceding paragraph shall not be enforceable, the undersigned agrees that until such time as the indebtedness has been paid
and performed in full and the period of time has expired during which any payment made by the Company or the undersigned to a Holder may
be determined to be a Preferential Payment, Guarantor’s Conditional Rights to the extent not validly waived shall be subordinate
to Holders’ right to full payment and performance of the indebtedness and the undersigned shall not enforce any of Guarantor’s
Conditional Rights until such time as the indebtedness has been paid and performed in full and the period of time has expired during which
any payment made by the Company or the undersigned to Holders may be determined to be a Preferential Payment.
The obligations of the undersigned to the Holders
of the Yen Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Sixteen of the
Indenture and reference is hereby made to the Indenture for the precise terms of this Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.
Capitalized terms used in this Guarantee which
are not defined herein shall have the meanings assigned to them in the Indenture.
[Remainder of page intentionally left blank.]
12
IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be
duly executed.
Dated: June 11, 2026
PROLOGIS, L.P.
By: Prologis, Inc., its general partner
By:
Name:
Title:
13
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2617407d1_ex5-1.htm · Sequence: 9
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
June 11, 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 (“Prologis”), Prologis, L.P., a Delaware limited partnership
(the “Parent Guarantor”), and Prologis Yen Finance LLC, a Delaware limited liability company (the “Issuer”),
in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of ¥32,600,000,000
aggregate principal amount of the Issuer’s 2.527% Notes due 2030 (the “2030 Notes”), ¥3,500,000,000 aggregate
principal amount of the Issuer’s 3.389% Notes due 2035 (the “2035 Notes”) and ¥8,900,000,000 aggregate principal
amount of the Issuer’s 3.905% Notes due 2041 (the “2041 Notes” and, collectively with the 2030 Notes
and the 2035 Notes, the “Notes”) and the related guarantees thereof by the Parent Guarantor (the “Guarantees”),
each as described in the prospectus, dated August 15, 2025 (the “Base Prospectus”), as supplemented by the prospectus
supplement, dated as of June 4, 2026, relating to the Notes and the corresponding Guarantees (the “Prospectus Supplement”)
contained in Prologis’s, the Issuer’s and the Parent Guarantor’s Registration Statement on Form S-3 (File No. 333-289636)
(the “Registration Statement”). The Notes and the corresponding Guarantees will be issued under the Indenture, dated
as of September 25, 2018 (the “Base Indenture”), among the Issuer, the Parent Guarantor 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 first supplemental Indenture, dated as of September 25, 2018 (the Base Indenture, as supplemented by the first supplemental
indenture, the “Indenture”) and as further supplemented by that certain Officers’ Certificates dated June 11,
2026 establishing the Notes as separate series of debt securities under the Indenture and setting forth the terms thereof (the “Officers’
Certificates”).
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 and guarantees of which the Notes and Guarantees 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 Base Prospectus;
(ii) the Prospectus Supplement; (iii) Prologis’s Articles of Incorporation, as amended and supplemented; (iv) Prologis’s
Eleventh Amended and Restated Bylaws; (v) the certificate of limited partnership of the Parent Guarantor; (vi) the Thirteenth
Amended and Restated Agreement of Limited Partnership, as amended, of the Parent Guarantor; (vii) the limited liability company
agreement of the Issuer, (viii) resolutions of Prologis’s Board of Directors and committees thereof; (ix) the Indenture,
(x) the Officers’ Certificates; and (xi) the form of the Notes and corresponding Guarantees. In addition, we have examined
and relied upon other documents, certificates, corporate records, opinions and instruments, obtained from the Issuer and the Parent Guarantor
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.
June 11, 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:
(i) The
Notes have been duly authorized and executed by the Issuer and, when authenticated by the Trustee in the manner provided for in the Indenture
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, and will be entitled
to the benefits of the Indenture; and
(ii) The
Guarantees have been duly authorized and executed by the Parent Guarantor and, when the Notes have been authenticated by the Trustee
in the manner provided for in the Indenture and delivered against payment therefore, will constitute valid and binding obligations of
the Parent Guarantor, enforceable against the Parent Guarantor 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.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to being named in the Base 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, the Delaware Limited Liability Company
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.
Mayer Brown llp
Board of Directors
Prologis, Inc.
June 11, 2026
Page 3
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 Prologis, the Parent
Guarantor, 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
JPB/ASR/EWB
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Jun. 04, 2026
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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Local phone number for entity.
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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.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Name of the Exchange on which a security is registered.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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.
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Trading symbol of an instrument as listed on an exchange.
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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.
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