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View of the Prologis warehouse in Nieuwegein, Netherlands in this undated handout obtained by Reuters on November 30, 2020. Courtesy of Prologis/Handout via REUTERS/File Photo Purchase Licensing Rights, opens new tab

SummaryCompaniesBest and final bid of £10.32 per Segro shareSeveral investors had called on companies ​to engage furtherSegro shares up more than 4%July 22 (Reuters) - U.S. ‌warehousing giant Prologis (PLD.N), opens new tab on Wednesday made what it called its best and final proposal to buy British rival Segro (SGRO.L), opens new tab for about £14 billion ($18.8 billion), in a last-minute ​approach ahead of a takeover deadline as investors urged the ​pair to keep talking.

Shares in Segro rose more than ⁠4% to £9.07 by 0936 GMT but remained below the new bid ​price of £10.32 per share.

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The offer comprises 0.0920 Prologis shares and a partial ​cash alternative of up to £3.5 billion, marking an improvement from the company's third proposal, which Segro rejected on Monday.

"The Best and Final Proposal is final and will ​not be increased," Prologis said in a statement, although it added ​that it could still choose to do so under some exceptional conditions.

Investors including ‌APG ⁠Asset Management, Norges Bank and CCLA Investment Management urged the companies to engage in talks, saying a combination was valuable and merited consideration.

Prologis' latest proposal represents a roughly 45% premium to the group's closing ​price on June ​23, the day ⁠before Prologis first went public with its interest.

"We met and engaged with Prologis over the weekend and ​have been clear that we would consider and engage ​again ⁠on a revised proposal," a Segro spokesperson said in a statement emailed to Reuters shortly before Prologis' improved bid was announced.

The British group did ⁠not ​immediately respond to a further request for ​comment on the latest offer.

($1 = 0.7478 pounds)

Reporting by Prerna Bedi, Pushkala Aripaka, Anushka Chourasia ​and Nithyashree R B in Bengaluru; Editing by Subhranshu Sahu, Kirsten Donovan

Our Standards: The Thomson Reuters Trust Principles., opens new tab

Prologis (PLD - Free Report) came out with quarterly funds from operations (FFO) of $1.63 per share, beating the Zacks Consensus Estimate of $1.53 per share. This compares to FFO of $1.46 per share a year ago. These figures are adjusted for non-recurring items.

This quarterly report represents an FFO surprise of +6.54%. A quarter ago, it was expected that this industrial real estate developer would post FFO of $1.48 per share when it actually produced FFO of $1.5, delivering a surprise of +1.35%.

Over the last four quarters, the company has surpassed consensus FFO estimates three times.

Prologis, which belongs to the Zacks REIT and Equity Trust - Other industry, posted revenues of $2.18 billion for the quarter ended June 2026, surpassing the Zacks Consensus Estimate by 1.68%. This compares to year-ago revenues of $2.03 billion. The company has topped consensus revenue estimates two times over the last four quarters.

The sustainability of the stock's immediate price movement based on the recently-released numbers and future FFO expectations will mostly depend on management's commentary on the earnings call.

Prologis shares have added about 12.4% since the beginning of the year versus the S&P 500's gain of 10.6%.

What's Next for Prologis?While Prologis has outperformed the market so far this year, the question that comes to investors' minds is: what's next for the stock?

There are no easy answers to this key question, but one reliable measure that can help investors address this is the company's FFO outlook. Not only does this include current consensus FFO expectations for the coming quarter(s), but also how these expectations have changed lately.

Empirical research shows a strong correlation between near-term stock movements and trends in estimate revisions. Investors can track such revisions by themselves or rely on a tried-and-tested rating tool like the Zacks Rank, which has an impressive track record of harnessing the power of estimate revisions.

Ahead of this earnings release, the estimate revisions trend for Prologis was favorable. While the magnitude and direction of estimate revisions could change following the company's just-released earnings report, the current status translates into a Zacks Rank #2 (Buy) for the stock. So, the shares are expected to outperform the market in the near future. You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here.

It will be interesting to see how estimates for the coming quarters and the current fiscal year change in the days ahead. The current consensus FFO estimate is $1.57 on $2.16 billion in revenues for the coming quarter and $6.17 on $8.58 billion in revenues for the current fiscal year.

Investors should be mindful of the fact that the outlook for the industry can have a material impact on the performance of the stock as well. In terms of the Zacks Industry Rank, REIT and Equity Trust - Other is currently in the top 25% of the 250 plus Zacks industries. Our research shows that the top 50% of the Zacks-ranked industries outperform the bottom 50% by a factor of more than 2 to 1.

One other stock from the same industry, InvenTrust Properties Corp. (IVT - Free Report) , is yet to report results for the quarter ended June 2026. The results are expected to be released on August 3.

This company is expected to post quarterly earnings of $0.49 per share in its upcoming report, which represents a year-over-year change of +11.4%. The consensus EPS estimate for the quarter has remained unchanged over the last 30 days.

InvenTrust Properties Corp.'s revenues are expected to be $79.56 million, up 8.2% from the year-ago quarter.

Second quarter results show momentum building across the business

Raises 2026 guidance for the second time; leasing hits record

, /PRNewswire/ -- Prologis, Inc. (NYSE: PLD) raised its 2026 guidance for the second time this year, supported by record leasing and improving operating fundamentals.

"We believe the business is entering its next phase of growth," said Daniel S. Letter, chief executive officer of Prologis. "Customer demand is broadening, and our opportunity set is expanding as logistics, digital infrastructure and energy needs increasingly intersect. Given our scale and deep customer relationships, we are well positioned for this next cycle."

Key highlights for the quarter ended June 30, 2026:

Financials Results:

Net earnings per diluted share was $1.13, compared with $0.61 for the same period in 2025. Core funds from operations (Core FFO)* per diluted share was $1.63, compared with $1.46 for the same period in 2025. Core FFO, excluding Net Promote Income (Expense)* per diluted share was $1.60, compared with $1.47 for the same period in 2025. Operational Results:

Signed over 67 million square feet of leases, a record level. Increased owned & managed period end occupancy to 95.5%, a 20-basis point increase compared to March 31, 2026. Delivered same-store NOI* (at Prologis share) year-over-year growth of 6.4% on a net effective basis and 8.5% on a cash basis. Capital Deployment (Owned & Managed):

Started $1.6 billion of development across logistics and data centers. Completed $1.8 billion of third-party acquisitions at attractive discounts to replacement cost. Executed $766 million of dispositions, recycling capital into higher-return opportunities. Contributed $518 million of logistics real estate to Strategic Capital vehicles. Expanded the data center power pipeline to 5.8 GW. "Our business is performing at a high level, with multiple drivers of growth across the platform," said Timothy D. Arndt, chief financial officer of Prologis. "Embedded rent growth provides clear earnings visibility, and the scale of the opportunity ahead of us, together with our strong balance sheet, positions Prologis to deliver durable earnings growth and compound long-term value."

OPERATING PERFORMANCE  

Owned & Managed

2Q26

Average Occupancy

95.0 %

Period End Occupancy

95.5 %

Leases Commenced (Operating and Development Portfolio)     

61.7 MSF

Retention

72.7 %

Prologis Share

2Q26

Average Occupancy

94.9 %

Cash Same Store NOI*

8.5 %

 Net Effective Rent Change 

36.9 %

Cash Rent Change

22.3 %

DEPLOYMENT ACTIVITY

Prologis Share

2Q26

Acquisitions

$1,119M

     Weighted avg stabilized cap rate (excluding other real estate)

4.1 %

Development Stabilizations

$646M

     Estimated weighted avg yield

6.3 %

     Estimated weighted avg margin

13.8 %

     Estimated value creation

$89M

     % Build-to-suit

24.0 %

Development Starts

$1,342M

     Estimated weighted avg yield

7.2 %

     Estimated weighted avg margin

32.3 %

     Estimated value creation

$434M

     % Build-to-suit

74.7 %

Total Dispositions and Contributions

$1,009M

Weighted avg stabilized cap rate (excluding land, properties under development, and other real estate)

5.1 %

BALANCE SHEET STRENGTH & LIQUIDITY
During the quarter, the company:

Closed, together with its co-investment ventures, an aggregate of $3.4 billion of debt at a weighted average interest rate of 4.4% and a weighted average term of 6.2 years. As of quarter-end:

Total available liquidity was approximately $7.6 billion. Debt-to-Adjusted EBITDA* was 4.7x and debt as a percentage of total market capitalization was 23.9%. The weighted average interest rate on the company's share of total debt was 3.3%, with a weighted average term of 7.9 years. Forecasted earnings for 2026, 2027 and 2028 are 99%, 98% and 97%, respectively, in USD or hedged through derivative contracts and 96% of Prologis' equity was in USD. 2026 GUIDANCE 
Prologis' guidance for net earnings is included in the table below as well as guidance for Core FFO*, which are reconciled in our supplemental information. 

2026 GUIDANCE  

Earnings (per diluted share)**   

Previous

Current

Net earnings attributable to common stockholders

$3.80 to $4.05

$4.40 to $4.55

Core FFO attributable to common stockholders/unitholders*

$6.07 to $6.23

$6.22 to $6.30

Core FFO attributable to common stockholders/unitholders, excluding Net Promote Income (Expense)*

$6.12 to $6.28

$6.22 to $6.30

 ** Note: Please refer to section titled "U.K. Takeover Code Required Disclosure in Connection With Possible Offer for SEGRO plc" below. 

Operations - Prologis Share 

Previous

Current   

Average occupancy

95.00% to 95.75%

95.25% to 95.75%

Cash Same Store NOI*

6.25% to 7.00%

6.75% to 7.25%

Net Effective Same Store NOI*

4.75% to 5.50%

5.25% to 5.75%

Strategic Capital (in millions) 

Previous 

Current   

Strategic Capital revenue, excluding promote revenue

$660 to $680

$660 to $680

Net Promote Income (Expense)1

$(50)

$0

G&A (in millions) 

Previous

Current

General & administrative expenses

$510 to $525

$510 to $525

Capital Deployment - Prologis Share (in millions)2

Previous 

Current  

Development stabilizations

$2,250 to $2,750

$2,250 to $2,750

Development starts

$3,500 to $4,500

$4,500 to $5,500

Acquisitions

$1,000 to $1,500

$1,500 to $2,000

Contributions

$1,750 to $2,250

$2,000 to $2,500

Dispositions

$1,750 to $2,250

$2,250 to $2,750

Realized development gains

$500 to $700

$600 to $700

Net promote expense relates to amortization of stock compensation issued to employees related to promote income recognized in prior periods. Inclusive of data centers.        *This is a non-GAAP financial measure. See the Notes and Definitions in our supplemental information for further explanation and a reconciliation to the most directly comparable GAAP measure.

The earnings guidance described above includes potential gains recognized from real estate transactions but excludes any future or potential foreign currency or derivative gains or losses as our guidance assumes constant foreign currency rates. In reconciling from net earnings to Core FFO*, Prologis makes certain adjustments, including but not limited to our share of real estate depreciation and amortization expense, gains (losses) recognized from real estate transactions and early extinguishment of debt, impairment charges, deferred taxes and unrealized gains or losses on foreign currency or derivative activity. The difference between the company's Core FFO* and net earnings guidance relates predominantly to these items. Please refer to our quarterly Supplemental Information, which is available on our Investor Relations website at https://ir.prologis.com and on the SEC's website at www.sec.gov for a definition of Core FFO* and other non-GAAP measures used by Prologis, along with reconciliations of these items to the closest GAAP measure for our results and guidance.

U.K. TAKEOVER CODE REQUIRED DISCLOSURE IN CONNECTION WITH POSSIBLE OFFER FOR SEGRO PLC
Prologis' Earnings (per diluted share) guidance set forth above (the "Profit Forecast") constitutes a profit forecast for the purposes of Rule 28 of the U.K. City Code on Takeovers and Mergers (the "Code"). The U.K. Takeover Panel has granted Prologis a dispensation from the Code requirement to include a report from a reporting accountant and Prologis' financial advisers in respect of the Profit Forecast. SEGRO plc has agreed to Prologis receiving this dispensation, on the basis that: (i) the Profit Forecast is presented on a basis consistent with Prologis' ordinary course quarterly guidance; and (ii) the Prologis board of directors is providing the confirmations in respect of the Profit Forecast stated below. The U.K. Takeover Panel has granted its dispensation on the same basis.

Prologis' board of directors has considered the Profit Forecast and confirms that the Profit Forecast is valid and has been properly compiled on the basis of the assumptions, and subject to the factors, set forth in the "Forward-Looking Statements" disclaimer below and that the basis of accounting used in preparing the Profit Forecast is consistent with the accounting policies of Prologis.

The Profit Forecast and certain other statements set forth in this announcement constitute "forward-looking statements" as described in the "Forward-Looking Statements" disclaimer below, and investors should consider the Profit Forecast and such other statements in the context of being so disclaimed.

JULY 16, 2026, CALL DETAILS 
The call will take place on Thursday, July 16, 2026, at 9:00 a.m. PT/12:00 p.m. ET. To access a live broadcast of the call, please dial +1 (877) 897-2615 (toll-free from the United States and Canada) or +1 (201) 689-8514 (from all other countries). A live webcast can be accessed from the Investor Relations section of www.prologis.com.

A telephonic replay will be available July 16 - July 30 at +1 (877) 660-6853 (from the United States and Canada) or +1 (201) 612-7415 (from all other countries) using access code 13757425. The webcast replay will be posted in the Investor Relations section of www.prologis.com under "Events & Presentations."

ABOUT PROLOGIS
The world runs on logistics. At Prologis, we don't just lead the industry, we define it. We create the intelligent infrastructure that powers global commerce, seamlessly connecting the digital and physical worlds. From agile supply chains to clean energy solutions, our ecosystems help your business move faster, operate smarter and grow sustainably. With unmatched scale, innovation and expertise, Prologis is a category of one–not just shaping the future of logistics but building what comes next. Learn more at Prologis.com.

FORWARD-LOOKING STATEMENTS
The statements in this document that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate as well as management's beliefs and assumptions. Such statements involve uncertainties that could significantly impact our financial results. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," and "estimates" including variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future—including statements relating to rent and occupancy growth, acquisition and development activity, including data center developments and power procurement related thereto, contribution and disposition activity, general conditions in the geographic areas where we operate, expectations regarding new lines of business, our debt, capital structure and financial position, our ability to earn revenues from co-investment ventures, form new co-investment ventures and the availability of capital in existing or new co-investment ventures—are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) international, national, regional and local economic and political climates and conditions; (ii) changes in global financial markets, interest rates and foreign currency exchange rates; (iii) increased or unanticipated competition for our properties; (iv) risks associated with acquisitions, dispositions and development of properties, including those specific to data center development and the integration of the operations of significant real estate portfolios; (v) maintenance of Real Estate Investment Trust status, tax structuring and changes in income tax laws and rates; (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings; (vii) risks related to our investments in our co-investment ventures, including our ability to establish new co-investment ventures; (viii) risks of doing business internationally, including currency risks; (ix) environmental uncertainties, including risks of natural disasters; and (x) those additional factors discussed in reports filed with the Securities and Exchange Commission by us under the heading "Risk Factors." We undertake no duty to update any forward-looking statements appearing in this document except as may be required by law.

dollars in millions, except per share/unit data

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Rental and other revenues

$                       2,183

$                       2,037

$                          4,321

$                           4,036

Strategic capital revenues

242

147

402

288

Total revenues

2,425

2,184

4,723

4,324

Net earnings attributable to common stockholders

1,061

570

2,041

1,161

Core FFO attributable to common stockholders/unitholders*

1,559

1,396

3,000

2,752

AFFO attributable to common stockholders/unitholders*

1,323

1,036

2,795

2,120

Adjusted EBITDA attributable to common stockholders/unitholders*

2,143

1,789

4,321

3,561

Estimated value creation from development stabilizations - Prologis Share

89

64

477

304

Common stock dividends and common limited partnership unit distributions

1,027

966

2,053

1,931

Per common share - diluted:

Net earnings attributable to common stockholders

$                         1.13

$                         0.61

$                            2.18

$                            1.25

Core FFO attributable to common stockholders/unitholders*

1.63

1.46

3.13

2.88

Core FFO attributable to common stockholders/unitholders, excluding Net Promote Income (Expense)*

1.60

1.47

3.12

2.91

Business line reporting:

Real estate* 

1.54

1.40

2.99

2.76

Strategic capital* 

0.09

0.06

0.14

0.12

Core FFO attributable to common stockholders/unitholders*

1.63

1.46

3.13

2.88

Realized development gains, net of taxes*

0.09

0.01

0.39

0.04

Dividends and distributions per common share/unit

1.07

1.01

2.14

2.02

*This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation.

in thousands

June 30, 2026

March 31, 2026

December 31, 2025

Assets:

Investments in real estate properties:

Operating properties

$                                           82,117,896

$                                        80,875,731

$                                         80,561,020

Development portfolio

2,741,535

2,492,161

3,019,009

Land

4,802,617

4,684,949

4,888,153

Other real estate investments

7,351,737

7,188,604

6,661,174

97,013,785

95,241,445

95,129,356

Less accumulated depreciation

15,783,188

15,298,353

14,729,149

Net investments in real estate properties

81,230,597

79,943,092

80,400,207

Investments in and advances to unconsolidated entities

11,467,403

11,241,723

11,093,936

Assets held for sale or contribution

498,975

499,799

203,344

Net investments in real estate

93,196,975

91,684,614

91,697,487

Cash and cash equivalents

1,765,043

861,144

1,145,647

Other assets

6,049,854

5,587,693

5,881,122

Total assets

$                                         101,011,872

$                                        98,133,451

$                                         98,724,256

Liabilities and Equity:

Liabilities:

Debt 

$                                           36,442,085

$                                        34,669,592

$                                         35,037,073

Accounts payable, accrued expenses and other liabilities

6,450,272

5,515,367

5,933,175

Total liabilities

42,892,357

40,184,959

40,970,248

Equity:

Stockholders' equity

53,725,722

53,503,401

53,193,178

Noncontrolling interests

3,304,267

3,316,274

3,316,713

Noncontrolling interests - limited partnership unitholders

1,089,526

1,128,817

1,244,117

Total equity

58,119,515

57,948,492

57,754,008

Total liabilities and equity

$                                         101,011,872

$                                        98,133,451

$                                         98,724,256

Three Months Ended

Six Months Ended

June 30,

June 30,

in thousands, except per share amounts

2026

2025

2026

2025

Revenues:

Rental

$                          2,177,074

$                        2,025,332

$                         4,302,158

$                         4,012,597

Strategic capital

241,619

147,162

402,431

288,301

Development management and other

6,759

11,375

18,586

22,636

Total revenues

2,425,452

2,183,869

4,723,175

4,323,534

Expenses:

Rental

530,861

487,963

1,051,144

976,280

Strategic capital

95,590

64,917

177,479

125,694

General and administrative

129,626

106,871

256,516

221,572

Depreciation and amortization

689,518

657,221

1,421,024

1,309,279

Other

20,166

11,706

30,289

21,355

Total expenses

1,465,761

1,328,678

2,936,452

2,654,180

Operating income before gains on real estate transactions, net

$                            959,691

$                           855,191

$                        1,786,723

$                         1,669,354

Gains on dispositions of development properties and land, net

79,196

10,477

372,179

37,928

Gains on other dispositions of investments in real estate, net

212,449

47,044

303,489

83,843

Operating income

$                         1,251,336

$                           912,712

$                        2,462,391

$                         1,791,125

Other income (expense):

Earnings from unconsolidated entities, net

147,470

107,692

240,766

175,591

Interest expense

(276,311)

(251,866)

(530,597)

(483,617)

Foreign currency, derivative and other gains (losses) and other income (expense), net

109,663

(122,829)

154,274

(154,487)

Gains (losses) on early extinguishment of debt, net

(31)

—

(1,921)

—

Total other income (expense)

(19,209)

(267,003)

(137,478)

(462,513)

Earnings before income taxes

1,232,127

645,709

2,324,913

1,328,612

Current income tax benefit (expense)

(89,319)

(27,723)

(137,100)

(64,424)

Deferred income tax benefit (expense)

(18,854)

4,318

(19,044)

(2,364)

Consolidated net earnings

1,123,954

622,304

2,168,769

1,261,824

Net earnings attributable to noncontrolling interests

(39,062)

(37,139)

(79,040)

(68,715)

Net earnings attributable to noncontrolling interests - limited partnership units

(22,701)

(13,936)

(45,562)

(28,927)

Net earnings attributable to controlling interests

1,062,191

571,229

2,044,167

1,164,182

Preferred stock dividends

(1,347)

(1,505)

(2,847)

(2,957)

Net earnings attributable to common stockholders

$                         1,060,844

$                           569,724

$                         2,041,320

$                         1,161,225

Weighted average common shares outstanding - Diluted

957,884

955,882

957,654

955,601

Net earnings per share attributable to common stockholders - Diluted

$                                   1.13

$                                 0.61

$                                  2.18

$                                  1.25

Three Months Ended

Six Months Ended

June 30,

June 30,

in thousands

2026

2025

2026

2025

Net earnings attributable to common stockholders

$                         1,060,844

$                             569,724

$                        2,041,320

$                         1,161,225

Add (deduct) NAREIT defined adjustments:

Real estate related depreciation and amortization

663,658

638,199

1,369,208

1,270,885

Gains on other dispositions of investments in real estate, net of taxes (excluding development properties and land)

(210,975)

(46,964)

(302,015)

(82,771)

Adjustments related to noncontrolling interests

(13,356)

(17,339)

(24,093)

(35,746)

Our proportionate share of adjustments related to unconsolidated entities

132,185

133,734

283,340

284,358

NAREIT defined FFO attributable to common stockholders/unitholders*

$                         1,632,356

$                          1,277,354

$                        3,367,760

$                         2,597,951

Add (deduct) our modified adjustments:

Unrealized foreign currency, derivative and other losses (gains), net

(5,370)

137,817

(19,639)

192,715

Deferred income tax expense (benefit)

18,854

(4,318)

19,044

2,364

Adjustments related to noncontrolling interests

(215)

—

497

—

Our proportionate share of adjustments related to unconsolidated entities

(5,437)

(3,136)

(6,162)

(1,765)

FFO, as modified by Prologis attributable to common stockholders/unitholders*

$                         1,640,188

$                          1,407,717

$                        3,361,500

$                         2,791,265

Add (deduct) Core FFO defined adjustments:

Gains on dispositions of development properties and land, net

(79,196)

(10,477)

(372,179)

(37,928)

Current income tax expense (benefit) on dispositions

6,758

659

8,060

803

Losses (gains) on early extinguishment of debt, net

31

—

1,921

—

Venture formation costs

6,049

—

6,049

—

Adjustments related to noncontrolling interests

—

2,748

271

2,821

Our proportionate share of adjustments related to unconsolidated entities

(14,703)

(4,665)

(6,002)

(4,948)

Core FFO attributable to common stockholders/unitholders*

$                         1,559,127

$                          1,395,982

$                        2,999,620

$                         2,752,013

Add (deduct) AFFO defined adjustments:

Gains on dispositions of development properties and land, net

79,196

10,477

372,179

37,928

Current income tax benefit (expense) on dispositions

(6,758)

(659)

(8,060)

(803)

Straight-lined rents and amortization of lease intangibles

(161,152)

(187,801)

(326,901)

(368,162)

Property improvements

(71,218)

(68,772)

(97,283)

(103,139)

Turnover costs

(133,959)

(152,242)

(257,775)

(275,365)

Amortization of debt discount, financing costs and management contracts, net

21,986

22,209

43,386

43,321

Stock compensation amortization expense

55,148

43,984

115,780

97,145

Adjustments related to noncontrolling interests

20,001

18,594

39,629

32,576

Our proportionate share of adjustments related to unconsolidated entities

(39,404)

(45,863)

(85,715)

(95,682)

AFFO attributable to common stockholders/unitholders*

$                         1,322,967

$                          1,035,909

$                        2,794,860

$                         2,119,832

*This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation.

Three Months Ended

Six Months Ended

June 30,

June 30,

in thousands

2026

2025

2026

2025

Net earnings attributable to common stockholders

$                          1,060,844

$                            569,724

$                         2,041,320

$                         1,161,225

Gains on other dispositions of investments in real estate, net (excluding development properties and land)

(212,449)

(47,044)

(303,489)

(83,843)

Depreciation and amortization expense

689,518

657,221

1,421,024

1,309,279

Interest charges

255,798

235,858

493,706

451,508

Current and deferred income tax expense, net

108,173

23,405

156,144

66,788

Net earnings attributable to noncontrolling interests - limited partnership units

22,701

13,936

45,562

28,927

NOI adjustments for real estate transactions

4,926

2,481

14,190

10,310

Preferred stock dividends

1,347

1,505

2,847

2,957

Unrealized foreign currency, derivative and other losses (gains), net

(5,370)

137,817

(19,639)

192,715

Stock compensation amortization expense

55,148

43,984

115,780

97,145

Losses (gains) on early extinguishment of debt, net

31

—

1,921

—

Venture formation costs

6,049

—

6,049

—

Adjustments related to noncontrolling interests

(36,884)

(31,819)

(70,428)

(65,669)

Our proportionate share of adjustments related to unconsolidated entities

192,790

182,264

415,669

389,426

Adjusted EBITDA attributable to common stockholders/unitholders*

$                          2,142,622

$                         1,789,332

$                         4,320,656

$                         3,560,768

*This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation.

Adjusted EBITDA. We use Adjusted EBITDA attributable to common stockholders/unitholders ("Adjusted EBITDA"), a non-GAAP financial measure, as a measure of our operating performance. The most directly comparable GAAP measure is net earnings.

We believe Adjusted EBITDA provides relevant and useful information by offering insight into our operating performance before the effects of financing decisions, income taxes, and certain non-cash or non-recurring charges.

We calculate Adjusted EBITDA by beginning with consolidated net earnings attributable to common stockholders and removing the effect of:

gains or losses from the disposition of investments in real estate (excluding development properties and land); depreciation and amortization expense; impairment charges; interest charges; current and deferred income taxes; preferred stock dividends; unrealized gains or losses on foreign currency and derivatives; stock compensation amortization expense; gains from the revaluation of equity investments upon acquisition of a controlling interest; gains or losses on early extinguishment of debt and derivative contracts (including cash charges); and third-party costs associated with the successful formation of new ventures. We also include an adjustment to reflect a full period of NOI on the operating properties we acquire or stabilize during the quarter and to remove NOI on properties we dispose of during the quarter, assuming all transactions occurred at the beginning of the quarter. For properties we contribute, we make an adjustment to reflect NOI at the new ownership percentage for the full quarter.

We calculate Adjusted EBITDA based on our proportionate ownership share of both our unconsolidated entities and consolidated ventures. We reflect our share of Adjusted EBITDA measures for unconsolidated entities by applying our average ownership percentage for the period to the applicable adjusting items on an entity-by-entity basis. We reflect our share for consolidated ventures in which we do not own 100% of the equity by removing the noncontrolling interests share of the applicable adjustments based on our average ownership percentage for the applicable periods.

While we believe Adjusted EBITDA is an important supplemental measure, it should not be used alone as it excludes significant components of net earnings computed under GAAP and is therefore limited as an analytical tool. We do not use Adjusted EBITDA as an alternative measure to net earnings computed under GAAP or as an alternative to cash from operating activities computed under GAAP or as an indicator of our ability to fund our cash needs. Our computation of Adjusted EBITDA may not be comparable to EBITDA reported by other companies in both the real estate industry and other industries. We compensate for the limitations of Adjusted EBITDA by providing investors with financial statements prepared according to GAAP, along with this detailed discussion of Adjusted EBITDA and a reconciliation to Adjusted EBITDA from consolidated net earnings attributable to common stockholders.

Business Line Reporting is a non-GAAP financial measure. Core FFO and development gains are generated by our three lines of business: (i) real estate operations; (ii) strategic capital; and (iii) development. The real estate operations line of business represents total Prologis Core FFO, less the amount allocated to the strategic capital line of business. The amount of Core FFO allocated to the strategic capital line of business represents the third-party share of asset management fees and transactional fees that we earn from our consolidated and unconsolidated co-investment ventures less costs directly associated with our strategic capital group and Net Promote Income (Expense). Realized development gains include our share of gains on dispositions of development properties and land, net of taxes. To calculate the per share amount, the amount generated by each line of business is divided by the weighted average diluted common shares outstanding used in our Core FFO per share calculation. Management believes evaluating our results by line of business is a useful supplemental measure of our operating performance because it helps the investing public compare the operating performance of Prologis' respective businesses to other companies' comparable businesses. Prologis' computation of FFO by line of business may not be comparable to that reported by other real estate companies as they may use different methodologies in computing such measures.

Calculation of Per Share Amounts

Three Months Ended

Six Months Ended

Jun. 30,

Jun. 30,

in thousands, except per share amount

2026

2025

2026

2025

Net earnings

Net earnings attributable to common stockholders

$     1,060,844

$        569,724

$      2,041,320

$      1,161,225

Noncontrolling interest attributable to exchangeable limited partnership units

22,831

13,936

45,858

28,927

Adjusted net earnings attributable to common stockholders - Diluted

$     1,083,675

$       583,660

$      2,087,178

$      1,190,152

Weighted average common shares outstanding - Basic

933,092

928,476

932,175

927,909

Incremental weighted average effect on exchange of limited partnership units      

20,160

22,731

21,061

23,115

Incremental weighted average effect of equity awards

4,632

4,675

4,418

4,577

Weighted average common shares outstanding - Diluted

957,884

955,882

957,654

955,601

Net earnings per share - Basic

$          1.14

$           0.61

$           2.19

$           1.25

Net earnings per share - Diluted

$          1.13

$           0.61

$           2.18

$           1.25

Three Months Ended

Six Months Ended

Jun. 30,

Jun. 30,

in thousands, except per share amount

2026

2025

2026

2025

Core FFO

Core FFO attributable to common stockholders/unitholders

$      1,559,127

$      1,395,982

$      2,999,620

$      2,752,013

Noncontrolling interest attributable to exchangeable limited partnership units

221

258

453

552

Core FFO attributable to common stockholders/ unitholders - Diluted

$     1,559,348

$      1,396,240

$      3,000,073

$      2,752,565

Less: Net Promote Income (Expense)

26,229

(13,437)

13,847

(24,330)

Core FFO attributable to common stockholders/ unitholders, excluding Net
Promote Income (Expense) - Diluted

$     1,533,119

$      1,409,677

$      2,986,226

$      2,776,895

Weighted average common shares outstanding - Basic

933,092

928,476

932,175

927,909

Incremental weighted average effect on exchange of limited partnership units

20,160

22,990

21,061

23,383

Incremental weighted average effect of equity awards

4,632

4,675

4,418

4,577

Weighted average common shares outstanding - Diluted

957,884

956,141

957,654

955,869

Core FFO per share - Diluted

$          1.63

$           1.46

$           3.13

$           2.88

Core FFO per share, excluding Net Promote Income (Expense) - Diluted            

$          1.60

$           1.47

$           3.12

$           2.91

Development Portfolio includes industrial and non-industrial properties, data centers, yards and parking lots that are under development and properties that are developed but have not met Stabilization. At June 30, 2026, total TEI for yards, parking lots, data centers and non-industrial assets was $2.9 billion on an Owned and Managed and $2.8 billion on a Prologis Share basis. We do not disclose square footage for yards and parking lots.

Estimated Value Creation represents the value that we expect to create through our development and leasing activities. We calculate Estimated Value Creation by estimating the Stabilized NOI that the property will generate and applying a stabilized capitalization rate applicable to that property. Estimated Value Creation is calculated as the amount by which the value exceeds our TEI, including closing costs and taxes, if any, and does not include any fees or promotes we may earn. 

Estimated Weighted Average Margin is calculated on development properties as Estimated Value Creation, less estimated closing costs and taxes, if any, on properties expected to be sold or contributed, divided by TEI.

Estimated Weighted Average Stabilized Yield is calculated on the properties in the Development Portfolio as Stabilized NOI divided by TEI. The yields on a Prologis Share basis were as follows:

          Pre-Stabilized 
Developments

          2026 Expected Completion

          2027 and Thereafter Expected
Completion

          Total Development Portfolio

U.S.

5.7 %

6.6 %

8.2 %

7.6 %

Other Americas

— %

7.6 %

7.5 %

7.6 %

Europe

5.3 %

5.3 %

5.9 %

5.4 %

Asia

5.7 %

6.2 %

4.9 %

5.2 %

Total

5.6 %

6.1 %

7.7 %

7.0 %

FFO, as modified by Prologis attributable to common stockholders/unitholders ("FFO, as modified by Prologis"); Core FFO attributable to common stockholders/unitholders ("Core FFO"); AFFO attributable to common stockholders/unitholders ("AFFO"); (collectively referred to as "FFO"). FFO is a non-GAAP financial measure that is commonly used in the real estate industry, with net earnings as the most directly comparable GAAP measure.

The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as earnings computed under GAAP to exclude depreciation and gains and losses from sales net of any related tax, along with impairment charges, of previously depreciated properties. We exclude the gains on revaluation of equity investments upon acquisition of a controlling interest and the gain recognized from a partial sale of our investment, as these are similar to gains from the sales of previously depreciated properties. This measure excludes similar adjustments from our unconsolidated entities and the third parties' share of our consolidated ventures.

Our FFO Measures

Our FFO measures begin with NARElT's definition, with certain adjustments to calculate FFO, as modified by Prologis, and Core FFO, both as defined below, to reflect our business and execution of our management strategy. While these adjustments are subject to significant fluctuations from period to period, with both positive and negative short-term impacts, the removal of the effects of these items enhances our understanding of the core operating performance of our properties over the long term.

We use FFO, as modified by Prologis, so that management, analysts and investors are able to evaluate our performance against other REITs that do not have similar operations or operations in jurisdictions outside the U.S. We use both Core FFO and AFFO to (i) assess our operating performance as compared to other real estate companies; (ii) evaluate our performance and the performance of our properties in comparison with expected results and results of previous periods; (iii) evaluate the performance of our management; (iv) budget and forecast future results to assist in the allocation of resources; (v) provide guidance to the financial markets to understand our expected operating performance; and (vi)  evaluate how a specific potential investment will impact our future results.

We calculate our FFO measures based on our proportionate ownership share of both our unconsolidated entities and consolidated ventures. We reflect our share of our FFO measures for unconsolidated entities by applying our average ownership percentage for the period to the applicable adjustments on an entity-by-entity basis. We reflect our share for consolidated ventures in which we do not own 100% of the equity by removing the noncontrolling interests share of the applicable adjustments based on our average ownership percentage for the applicable periods.

FFO, as modified by Prologis

To arrive at FFO, as modified by Prologis, we adjust the NAREIT defined FFO measure to exclude:

deferred income tax benefits and deferred income tax expenses recognized by our subsidiaries; current income tax expense related to acquired tax liabilities that were recorded as deferred tax liabilities in an acquisition, to the extent the expense is offset with a deferred income tax benefit  in earnings that is excluded from our defined FFO measure; and foreign currency exchange gains and losses resulting from (a) debt transactions between us and our foreign entities; (b) third-party debt that is used to hedge our investment in foreign entities; (c) derivative financial instruments related to any such debt transactions; and (d) mark-to-market adjustments associated with derivative and other financial instruments. Core FFO

To arrive at Core FFO, we adjust FFO, as modified by Prologis, to exclude the following:

gains or losses from the disposition of land and development properties that were developed with the intent to contribute or sell; income tax expense related to the sale of investments in real estate; impairment charges recognized related to our investments in real estate generally as a result of our change in intent to contribute or sell these properties; gains or losses from the early extinguishment of debt and redemption and repurchase of preferred stock; and third-party costs associated with the successful formation of new ventures. AFFO

To arrive at AFFO, we adjust Core FFO to include realized gains from the disposition of land and development properties, net of current tax expense, turnover costs and property improvements and exclude the following items that we recognize directly in Core FFO:

straight-line rents; amortization of above- and below-market lease intangibles; amortization of management contracts; amortization of debt premiums and discounts and financing costs, net of amounts capitalized; and stock compensation amortization expense. Limitations on the use of our FFO measures

While we believe our modified FFO measures are important supplemental measures, neither NAREIT's measures or our measures of FFO should be used alone because they exclude significant components of net earnings computed under GAAP and are, therefore, limited as an analytical tool. Some of these limitations arise from excluding income tax expense that may be payable or depreciation and amortization expenses that reflect costs necessary to maintain operating performance. In addition, our FFO measure does not reflect changes in asset values resulting from fluctuations in market conditions or foreign currency exchange rates nor costs or benefits from settlement of deferred income taxes or the extinguishment of debt. We do not use NAREIT's measures or our measures of FFO as alternatives to net earnings computed under GAAP or as alternatives to cash from operating activities computed under GAAP or as indicators of our ability to fund our cash needs.

We compensate for the limitations by using our FFO measures only in conjunction with net earnings computed under GAAP when making our decisions. This information should be read with our complete Consolidated Financial Statements prepared under GAAP. To assist investors in compensating for these limitations, we reconcile our modified FFO measures from consolidated net earnings attributable to common stockholders.

Guidance. The following is a reconciliation of our annual guided Net Earnings per share to our guided Core FFO per share:

Low

High

Net earnings attributable to common stockholders (a)

$ 4.40

$  4.55

Our share of:

Depreciation and amortization

3.26

3.29

Net gains on real estate transactions, net of taxes

(1.45)

(1.55)

Unrealized foreign currency losses (gains), losses (gains) on early

   extinguishment of debt and other, net

0.01

0.01

Core FFO attributable to common stockholders/unitholders

$ 6.22

$  6.30

Less: Net Promote Income (Expense)

—

—

Core FFO attributable to common stockholders/unitholders, excluding Net Promote      
Income (Expense)

$ 6.22

$  6.30

‌     

(a)

Earnings guidance includes potential future gains recognized from real estate transactions, but excludes future foreign currency or derivative gains or
losses as these items are difficult to predict.

Market Capitalization equals Market Equity, less liquidation preference of the preferred shares/units, plus our share of total debt.

Net Promote Income (Expense) is promote revenue earned from third-party investors during the period, net of related cash and stock compensation expenses, and taxes and foreign currency derivative gains and losses, if applicable.

Operating Portfolio represents industrial properties in our Owned and Managed portfolio that have reached Stabilization. Assets held for sale, Non-Strategic Assets and non-industrial assets are excluded from the portfolio. NOI of our Operating Portfolio excludes net termination fees and adjustments. Prologis Share of NOI includes NOI for the properties contributed to or acquired from co-investment ventures at our actual share prior to and subsequent to change in ownership. The U.S. markets not presented consist of Austin, Charlotte, Columbus, Denver, Louisville, Portland, Raleigh-Durham, Reno, San Antonio, Savannah and Tampa. The European countries not presented consist of Belgium, Czech Republic, Hungary, Italy, Poland, Slovakia, Spain and Sweden.

Owned and Managed represents the consolidated properties as well as properties owned by our unconsolidated co-investment ventures, which we manage.

Prologis Share represents our proportionate economic ownership of each entity, or property included in our total Owned and Managed portfolio, whether consolidated or unconsolidated.

Rent Change (Cash) represents the percentage change in starting rental rates per the lease agreement, on new and renewed leases, commenced during the period compared with the previous ending rental rates in that same space. This measure excludes any short-term leases of less than one-year, holdover payments, free rent periods and introductory (teaser rates) defined as 50% or less of the stabilized rate.

Rent Change (Net Effective) represents the percentage change in net effective rental rates (average rate over the lease term), on new and renewed leases, commenced during the period compared with the previous net effective rental rates for the same respective spaces. This measure excludes any short-term leases of less than one year and holdover payments.

Retention is the square footage of all leases commenced during the period that are rented by existing tenants divided by the square footage of all expiring leases during the reporting period. The square footage of tenants that default or buy-out prior to expiration of their lease and short-term leases of less than one year, are not included in the calculation.

Same Store. Our same store metrics are non-GAAP financial measures, which are commonly used in the real estate industry and expected from the financial community, on both a net effective and cash basis. We evaluate the performance of the operating properties we own and manage using a "same store" analysis because the population of properties in this analysis is consistent from period to period, which allows us and investors to analyze our ongoing business operations. We determine our same store metrics on property NOI, which is calculated as rental revenue less rental expense for the applicable properties in the same store population for both consolidated and unconsolidated properties based on our ownership interest, as further defined below.

We define our same store population for the three months ended June 30, 2026 as the properties in our Owned and Managed Operating Portfolio, including the property NOI for both consolidated properties and properties owned by the unconsolidated co-investment ventures at January 1, 2025 and owned throughout the same three-month period in both 2025 and 2026.

We believe the drivers of property NOI for the consolidated portfolio are generally the same for the properties owned by the ventures in which we invest and therefore we evaluate the same store metrics of the Owned and Managed portfolio based on Prologis' ownership in the properties ("Prologis Share").

The same store population excludes properties held for sale to third parties, along with development properties that were not stabilized at the beginning of the period (January 1, 2025) and properties acquired or disposed of to third parties during the periods. To derive an appropriate measure of period- to-period operating performance, we remove the effects of foreign currency exchange rate movements by using the reported period-end exchange rate to translate from local currency into the U.S dollar, for both periods.

As non-GAAP financial measures, the same store metrics have certain limitations as an analytical tool and may vary among real estate companies. As a result, we provide a reconciliation of Rental Revenues less Rental Expenses ("Property NOI") (from our Consolidated Financial Statements prepared in accordance with U.S GAAP) to our Same Store Property NOI measures, as follows:

Three Months Ended

Jun. 30,

dollars in thousands

2026

2025

Change (%)

Reconciliation of Consolidated Property NOI to Same Store Property NOI measures:     

Rental revenues

$   2,177,074

$   2,025,332

Rental expenses

(530,861)

(487,963)

Consolidated Property NOI

$  1,646,213

$  1,537,369

Adjustments to derive same store results:

Property NOI from consolidated properties not included in same
     store portfolio and other adjustments (a)

(179,260)

(158,079)

Property NOI from unconsolidated co-investment ventures
     included in same store portfolio (a)(b)

1,000,076

939,990

Third parties' share of Property NOI from properties included in
     same store portfolio (a)(b)

(777,776)

(731,166)

Prologis Share of Same Store Property NOI - Net Effective (b)

$  1,689,253

$  1,588,114

6.4 %

Consolidated properties straight-line rent and fair value lease
     amortization included in the same store portfolio (c)

(128,107)

(144,879)

Unconsolidated co-investment ventures straight-line rent and fair
     value lease amortization included in the same store portfolio (c)

(34,940)

(37,338)

Third parties' share of straight-line rent and fair value lease
      amortization included in the same store portfolio (b)(c)

29,086

28,117

Prologis Share of Same Store Property NOI - Cash (b)(c)

$  1,555,292

$  1,434,014

8.5 %

‌     

(a)

We exclude properties held for sale to third parties, along with development properties that were not stabilized at the beginning of the periods and properties acquired or disposed of to third parties during the periods. We also exclude one-time items due to early lease terminations, including termination fees received from customers and the write-off of related lease assets and liabilities, that are not indicative of the property's recurring operating performance in order to evaluate the growth or decline in each property's rental revenues. Same Store Property NOI is adjusted to include an allocation of property management expenses for our consolidated properties based on the property management services provided to each property (generally, based on a percentage of revenues). On consolidation, these amounts are eliminated and the actual costs of providing property management and leasing services are recognized as part of our consolidated rental expense.

(b)

We include the Property NOI for the same store portfolio for both consolidated properties and properties owned by the co-investment ventures based on our investment in the underlying properties. In order to calculate our share of Same Store Property NOI from the co-investment ventures in which we own less than 100%, we use the co-investment ventures' underlying Property NOI for the same store portfolio and apply our ownership percentage at June 30, 2026 to the Property NOI for both periods, including the properties contributed during the periods. We adjust the total Property NOI from the same store portfolio of the co-investment ventures by subtracting the third parties' share of both consolidated and unconsolidated co-investment ventures. During the periods presented, certain wholly owned properties were contributed to a co-investment venture and are included in the same store portfolio. Neither our consolidated results nor those of the co-investment ventures, when viewed individually, would be comparable on a same store basis because of the changes in composition of the respective portfolios from period to period (e.g. the results of a contributed property are included in our consolidated results through the contribution date and in the results of the venture subsequent to the contribution date based on our ownership interest at the end of the period). As a result, only line items labeled "Prologis Share of Same Store Property NOI" are comparable period over period.

(c)

We further remove certain noncash items (straight-line rent and fair value lease amortization) included in the financial statements prepared in accordance with U.S. GAAP to reflect a Same Store Property NOI - Cash measure.
We manage our business and compensate our executives based on the same store results of our Owned and Managed portfolio at 100% as we manage our portfolio on an ownership blind basis. We calculate those results by including 100% of the properties included in our same store portfolio.

Stabilization is defined as the earlier of when a property that was developed has been completed for one year, is contributed to a co-investment venture following completion or is 90% occupied. Upon Stabilization, a property is moved into our Operating Portfolio.

Total Expected Investment ("TEI") represents total estimated cost of development or expansion, including land, development and leasing costs. TEI is based on current projections and is subject to change.

Weighted Average Interest Rate is based on the effective rate, which includes the amortization of related premiums and discounts and finance costs.

Weighted Average Stabilized Capitalization ("Cap") Rate is calculated as Stabilized NOI divided by the Acquisition Price.

SOURCE Prologis, Inc.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

, /PRNewswire/ -- Prologis, Inc. ("Prologis") announces that on 16 June 2026 it sent a letter to the Board of SEGRO plc ("SEGRO") setting out the terms of an indicative all-share proposal, pursuant to which Prologis would acquire the entire issued and to be issued share capital of SEGRO (the "Combination").

On 23 June 2026, the Board of SEGRO unequivocally rejected the Combination proposal.

Under the terms of the Combination, SEGRO shareholders would receive for each SEGRO share:

0.084 new Prologis shares (the "Exchange Ratio")

Based on the Prologis share price of $145.3 and a GBP:USD exchange rate of 1.32 in each case at market close on 23 June 2026, being the last trading day prior to this announcement, the Combination implies a value of 925 pence for each SEGRO share and values SEGRO's entire issued and to be issued ordinary share capital at approximately £12.6 billion, representing:

a premium of 24.6 per cent to SEGRO's share price of 742 pence on 23 June 2026 (being the last trading day prior to this announcement); a premium of 26.7 per cent to the 1-month volume weighted average SEGRO share price of 730 pence as of 23 June 2026 (being the last trading day prior to this announcement); a premium of 31.4 per cent to the 3-month volume weighted average SEGRO share price of 704 pence as of 23 June 2026 (being the last trading day prior to this announcement); and a price equal to SEGRO's last reported EPRA NTA* per share of 925 pence as of 31 December 2025 Following completion of the Combination, SEGRO shareholders would hold approximately 10.5 per cent of Prologis' issued share capital.

Prologis believes that the Combination is a highly compelling opportunity for SEGRO shareholders. SEGRO shareholders would receive shares in the world's largest logistics REIT with a $140.9 billion market capitalisation, unlocking, on closing, significant upside to the current share price.

Furthermore, the Combination provides SEGRO shareholders with participation in a global platform with a track record of outperformance across key metrics and the successful integration of major corporate transactions with the delivery of synergies. Prologis believes these factors will provide SEGRO shareholders with accelerated growth compared to the growth available to them in a standalone SEGRO.

Prologis believes that its global platform, balance sheet strength and diversified capital base can unlock the significant embedded value of SEGRO's development and data center pipeline.

Prologis also believes the Combination would deliver significant benefits to its customers, employees and Prologis shareholders.

Clear Strategic Rationale and Value Creation

Prologis believes that the Combination has clear strategic rationale and provides SEGRO shareholders with a compelling value proposition:

Opportunity to Join Forces with the Global Leader in Logistics Real Estate  Combination with Prologis will provide SEGRO shareholders with diversification into global growth markets SEGRO and Prologis' European portfolios are highly complementary with an expected clear line of sight to scale benefits Resolves Structural Constraints Limiting SEGRO's Growth Potential SEGRO has traded at a persistent discount to its EPRA NTA per share with an average discount to EPRA NTA* of 19 per cent and 17 per cent over the last two years and three years, respectively Prologis has superior balance sheet strength with Net Debt / Enterprise Value of 22 per cent versus 37 per cent for SEGRO and Net Debt / Adjusted EBITDA of 4.8x versus 8.4x for SEGRO Prologis' access to public equity, debt and private capital will enable Prologis to unlock embedded opportunities for investment for which Prologis believes SEGRO is unable to unlock standalone due to structural constraints, including its balance sheet capacity and trading discount Accelerates Monetisation of SEGRO's Development, Power and Data Center Opportunities Prologis anticipates that its platform, balance sheet strength and significant access to capital can unlock the significant embedded value of SEGRO's development and data center pipeline in a way that SEGRO will not be able to do on a standalone basis Prologis has the scale, capital, and execution capabilities to fund and deliver SEGRO's pipeline Value Realisation at a Premium and Enhanced Growth for SEGRO Shareholders Significant share price premium while retaining an interest in a stronger combined entity Prologis has outperformed SEGRO on total shareholder return over both 3 and 5 years (37 per cent and 39 per cent, respectively) leading its peer group average and significantly exceeding SEGRO's total shareholder return (3 year: 19 per cent; 5 years: negative 20 per cent.) Prologis' Proven Stewardship of Shareholder Capital and Strong M&A Integration Track Record Prologis' history of achieving cost and revenue synergies underscores the strength of the platform and successful integration Consistent with this track record, shareholders of the enlarged group can anticipate significant synergies from the Combination Prologis urges SEGRO shareholders to encourage the SEGRO Board to engage with Prologis to allow a binding offer to be put to SEGRO shareholders for their consideration.

There can be no certainty that an offer for SEGRO will be made. A further announcement will be made as appropriate.

Important Code Notes

In accordance with Rule 2.6(a) of the Code, Prologis is required, by not later than 5:00 pm (London time) on 22 July 2026, to either announce a firm intention to make an offer for SEGRO in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for SEGRO, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.5(a) of the Code, Prologis reserves the right to vary the form and/or mix of consideration as set out in this announcement and/or introduce other forms of consideration. Prologis reserves the right to make an offer for SEGRO at a lower value and/or on less favourable terms than those described in this announcement: (a) with the agreement or recommendation of the Board of SEGRO; (b) if a third party announces a possible or a firm intention to make an offer for SEGRO which, at that date, is of a value less than the value implied by the Combination; or (c) following the announcement by SEGRO of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). If after the date of this announcement SEGRO declares, makes or pays any dividend or distribution or other return of capital to its shareholders, Prologis reserves the right to make an equivalent reduction to terms of the Combination or an equalisation dividend to a common date.

*EPRA NTA is not calculated from a valuation of SEGRO's assets under Rule 29 of the Takeover Code. It is sourced from SEGRO's 31 December 2025 audited financial statements. At the relevant point, a valuation of SEGRO's assets will be published by SEGRO in accordance with Rule 29 of the Takeover Code.

Linklaters LLP is retained as legal adviser to Prologis.

Further information

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove and which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA) (together "J.P. Morgan"), and Eastdil Secured International Limited ("Eastdil Secured" or "ESI") which is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom are acting exclusively for Prologis and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Prologis for providing the protections afforded to their clients or for providing advice in connection with the subject matter of this announcement. This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.4 information

In accordance with Rule 2.4(c)(iii) of the Code, Prologis confirms that it is not aware of any dealings in SEGRO shares that would require it to offer a minimum level, or a particular form, of consideration under Rule 6 or Rule 11 of the Code. However, it has not been practicable for Prologis to make enquiries of all persons acting in concert with it prior to the date of this announcement in order to confirm whether any details are required to be disclosed under Rule 2.4(c)(iii) of the Code. To the extent that any such details are identified following such enquiries, Prologis will make an announcement disclosing such details as soon as practicable, and in any event by no later than the time it is required to make its Opening Position Disclosure under Rule 8.1 of the Code.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Prologis confirms that, as of the date of this announcement, it has issued and outstanding 932,983,938 shares of common stock at par value of $0.01 per share. Prologis does not hold any of its common stock in treasury. The International Securities Identification Number (ISIN) of the shares of common stock is US74340W1036. The Legal Entity Identifier (LEI) for Prologis is 529900DFH19P073LZ636.

Publication on Website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available subject to certain restrictions relating to persons resident in restricted jurisdictions on Prologis' website at https://ir.prologis.com/ promptly and in any event by no later than 12 noon (London time) on 25 June 2026. The content of this website is not incorporated into and does not form part of this announcement.

Forward-Looking Statements

The statements in this announcement that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Prologis and SEGRO operate as well as management's beliefs and assumptions. Such statements involve uncertainties that could significantly impact Prologis' or SEGRO's financial results. Words such as "expects," "anticipates," "intends," "believes," "would", "could", "should" and "estimates," including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that Prologis expects or anticipates will occur in the future – including statements relating to any possible transaction between Prologis and SEGRO , rent and occupancy growth, acquisition and development activity, including data center developments and power procurement related thereto, contribution and disposition activity, general conditions in the geographic areas where Prologis and SEGRO operate, expectations regarding new lines of business, Prologis' and SEGRO's debt, capital structure and financial position, Prologis' ability to earn revenues from co-investment ventures or form new co-investment ventures and the availability of capital in existing or new co-investment ventures – are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although Prologis believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, Prologis can give no assurance that its expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) the ultimate outcome of any possible transaction between Prologis and SEGRO, including the possibility that SEGRO will reject any proposed transaction with Prologis; (ii) uncertainties as to whether SEGRO will cooperate with Prologis regarding any proposed transaction; (iii) the effect of the announcement of any proposed transaction on the ability of Prologis and SEGRO to operate their respective businesses and retain and hire key personnel and to maintain favourable business relationships; (iv) the timing of any proposed transaction; (v) the ability to satisfy closing conditions to the completion of any proposed transaction (including shareholder approvals); (vi) other risks related to the completion of any proposed transaction and actions related thereto; (vii) international, national, regional and local economic and political climates and conditions; (viii) changes in global financial markets, interest rates and foreign currency exchange rates; (ix) increased or unanticipated competition for Prologis' or SEGRO's properties; (x) risks associated with acquisitions, dispositions and development of properties, including the integration of the operations of significant real estate portfolios; (xi) maintenance of Real Estate Investment Trust ("REIT") status, tax structuring and changes in income tax laws and rates; (xii) availability of financing and capital, the levels of debt that Prologis and SEGRO maintain and their credit ratings; (xiii) risks related to Prologis' investments in and management of its co-investment ventures, including ability to establish new co-investment ventures; (xiv) risks of doing business internationally, including currency risks; (xv) environmental uncertainties, including risks of natural disasters; (xvi) risks related to global pandemics; and (xvii) those additional factors discussed under Part I, Item 1A. Risk Factors in Prologis' Annual Report on Form 10-K for the year ended December 31, 2025. Prologis undertakes no duty to update any forward-looking statements appearing in this announcement except as may be required by law.

Non-GAAP Measures

This announcement includes certain terms and non-GAAP financial measures that are not specifically defined herein. These terms and financial measures for Prologis are defined and, in the case of the non-GAAP financial measures, reconciled to the most directly comparable GAAP measures, in Prologis' quarterly Earnings Release and Supplemental Information that is available on Prologis' investor relations website at www.ir.prologis.com and on the SEC's website at www.sec.gov.

Sources of information and bases of calculation

Share price and volume weighted average share price data is derived from FactSet GBP:USD exchange rate of 1.3196 is derived from Chatham Financial as of 23 June 2026 The value attributed to SEGRO's issued share capital (and therefore the value of the Combination) is based upon fully diluted share capital of 1,361,127,593 SEGRO ordinary shares of 10 pence each, comprising: 1,353,927,858 ordinary shares in issue as of 29 May 2026 as announced by SEGRO pursuant to the FCA's Disclosure Guidance and Transparency Rules (with no shares held in treasury); and 7,199,735 shares relating to SEGRO's share schemes, derived from SEGRO's public filings. This figure is net of shares held by the SEGRO Employee Benefit Trust Prologis' issued share capital is based upon fully diluted share capital of 970,140,938 shares at par value of $0.01 per share, comprising: 932,983,938 shares of common stock at par value of $0.01 per share; and 37,157,000 shares relating to Prologis' share schemes, derived from Prologis' public filings. Discount to EPRA NTA is calculated as the see-through value of the offer at the Exchange Ratio divided by the SEGRO last reported EPRA NTA at 31 December 2025 of 925 pence per share Prologis' market capitalisation is calculated based on the share price at market close on 23 June 2026 of $145.3 multiplied by Prologis' fully diluted share count of 970,140,938 shares SEGRO's shareholding in the enlarged group is calculated as (i) newly issued Prologis shares of 114,334,718 (calculated as 1,361,127,593 SEGRO shares multiplied by the Exchange Ratio); divided by (ii) the enlarged group issued share capital of 1,084,475,656 (equal to the existing Prologis fully diluted issued share capital of 970,140,938 plus the newly issued shares of 114,334,718) Enterprise value used for Net Debt / Enterprise Value sourced from FactSet at market close on 23 June 2026 Total shareholder return equals the change in share price plus dividends received over the relevant time period. This data is as of 23 June 2026. Information sourced from FactSet SEGRO EPRA NTA sourced from SEGRO's 2025 Annual Report and Accounts, with prior years' EPRA NTA sourced from its 2024 and 2023 Annual Report and Accounts and its 2024 and 2023 interim results SEGRO Net Debt and Net Debt / Adjusted EBITDA sourced from 2025 annual results announcement released on 20 February 2026 Prologis financial information extracted from Prologis' 2026 Q1 Earnings Release published on 16 April 2026 Prologis Net Debt and Net Debt / Adjusted EBITDA sourced from Prologis' 2026 Q1 Earnings Release published on 16 April 2026 SOURCE Prologis, Inc.