Prologis三季度Core FFO超预期并上调核心运营指引，但GAAP每股收益指引大幅下调

Prologis Reports Third Quarter 2026 Results
October 15, 2026
Healthy customer demand supports continued momentum
SAN FRANCISCO
,
Oct. 15, 2026
/PRNewswire/ -- Prologis, Inc. (NYSE: PLD) today announced results for the quarter ended September 30, 2026.
Net earnings per diluted share was $0.86, compared with $0.82 for the same period in 2025.
Core funds from operations (Core FFO)* per diluted share was $1.60, compared with $1.49 for the same period in 2025.
Core FFO, excluding Net Promote Income (Expense)* per diluted share was $1.61, compared with $1.50 for the same period in 2025.
"We executed well on our plan this quarter, signing 60 million square feet of leases and announcing nearly $2.3 billion of transactions," said Daniel S. Letter, chief executive officer of Prologis. "Customers are running lean on inventory, and excess capacity within their networks has largely cleared. We see healthy demand supported by e-commerce, advanced manufacturing and the build-out of the data center supply chain."
Letter added: "On SEGRO, shareholder approval was an important milestone in bringing our two companies together. We look forward to completing the transaction and expanding our platform in Europe, increasing the scale at which we can serve customers."
"Our financial results reflect another quarter of strong operating performance and disciplined capital allocation," said Timothy D. Arndt, chief financial officer of Prologis. "That performance, together with the strength of our balance sheet, gives us the capacity and flexibility to continue investing in growth even in a higher interest rate environment."
OPERATING PERFORMANCE
Owned & Managed
3Q26
Average Occupancy
95.1 %
Period End Occupancy
95.6 %
Leases Commenced (Operating and Development Portfolio)
55.9 MSF
Retention
75.9 %
Prologis Share
3Q26
Average Occupancy
95.1 %
Cash Same Store NOI* Growth
5.9 %
Net Effective Rent Change
38.0 %
Cash Rent Change
23.4 %
DEPLOYMENT ACTIVITY
Prologis Share
3Q26
Acquisitions
$702M
Weighted avg stabilized cap rate
(excluding other real estate)
4.2 %
Development Stabilizations
$401M
Estimated weighted avg yield
5.6 %
Estimated weighted avg margin
9.7 %
Estimated value creation
$39M
% Build-to-suit
17.5 %
Development Starts
$964M
Estimated weighted avg yield
6.6 %
Estimated weighted avg margin
16.1 %
Estimated value creation
$155M
% Build-to-suit
18.3 %
Total Dispositions and Contributions
$169M
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 $1.3 billion of debt at a weighted average interest rate of 4.0% and a weighted average term of 4.5 years.
As of quarter-end:
Total available liquidity was approximately $8.8 billion.
Debt-to-Adjusted EBITDA* was 4.5x 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 7.6 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
$4.40 to $4.55
$4.05 to $4.15
Core FFO attributable to common
stockholders/unitholders*
$6.22 to $6.30
$6.25 to $6.29
Core FFO attributable to common
stockholders/unitholders, excluding Net
Promote Income (Expense)*
$6.22 to $6.30
$6.25 to $6.29
** Note: Please refer to section titled "U.K. Takeover Code Required Disclosure in Connection With Offer
for SEGRO plc" below.
Operations - Prologis Share
Previous
Current
Average occupancy
95.25% to 95.75%
95.25% to 95.50%
Cash Same Store NOI*
6.75% to 7.25%
7.00% to 7.50%
Net Effective Same Store NOI*
5.25% to 5.75%
5.50% to 6.00%
Strategic Capital
(in
millions)
Previous
Current
Strategic Capital revenue, excluding promote
revenue
$660 to $680
$650 to $660
Net Promote Income (Expense)
1
$0
$0
G&A
(in
millions)
Previous
Current
General & administrative expenses
$510 to $525
$515 to $525
Capital Deployment - Prologis Share (in
millions)
2
Previous
Current
Development stabilizations
$2,250 to $2,750
$2,500 to $3,000
Development starts
$4,500 to $5,500
$5,000 to $5,750
Acquisitions
$1,500 to $2,000
$2,100 to $2,300
Contributions
$2,000 to $2,500
$1,750 to $2,250
Dispositions
$2,250 to $2,750
$1,750 to $2,500
Realized development gains
$600 to $700
$600 to $700
1.
Net promote expense relates to amortization of stock compensation issued to employees related to promote income recognized in prior periods.
2.
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 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.
OCTOBER 15, 2026, CALL DETAILS
The call will take place on Thursday, October 15, 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 October 15 - October 29 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 the combination with SEGRO plc ("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 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; (x) Prologis' and SEGRO's ability to complete the combination on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties relating to satisfying the conditions to the combination and relating to failure to realize the expected benefits or synergies of the combination; and (xi) 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 September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Rental and other revenues
$                             2,224
$                             2,064
$                                6,544
$                                6,098
Strategic capital revenues
164
150
567
439
Total revenues
2,388
2,214
7,111
6,537
Net earnings attributable to common stockholders
816
763
2,857
1,924
Core FFO attributable to common stockholders/unitholders*
1,545
1,426
4,544
4,178
AFFO attributable to common stockholders/unitholders*
1,207
1,064
4,002
3,184
Adjusted EBITDA attributable to common stockholders/unitholders*
2,081
1,868
6,401
5,428
Estimated value creation from development stabilizations - Prologis Share
39
169
516
473
Common stock dividends and common limited partnership unit distributions
1,045
967
3,097
2,898
Per common share - diluted:
Net earnings attributable to common stockholders
$                               0.86
$                              0.82
$                                  3.04
$                                 2.06
Core FFO attributable to common stockholders/unitholders*
1.60
1.49
4.73
4.37
Core FFO attributable to common stockholders/unitholders, excluding Net Promote Income (Expense)*
1.61
1.50
4.72
4.41
Business line reporting:
Real estate*
1.54
1.43
4.53
4.19
Strategic capital*
0.06
0.06
0.20
0.18
Core FFO attributable to common stockholders/unitholders*
1.60
1.49
4.73
4.37
Realized development gains, net of taxes*
0.08
0.01
0.47
0.05
Dividends and distributions per common share/unit
1.07
1.01
3.21
3.03
*This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation.
in thousands
September 30, 2026
June 30, 2026
December 31, 2025
Assets:
Investments in real estate properties:
Operating properties
$                                                  83,327,950
$                                                   82,117,896
$                                                  80,561,020
Development portfolio
3,168,563
2,741,535
3,019,009
Land
4,794,539
4,802,617
4,888,153
Other real estate investments
7,468,798
7,351,737
6,661,174
98,759,850
97,013,785
95,129,356
Less accumulated depreciation
16,359,720
15,783,188
14,729,149
Net investments in real estate properties
82,400,130
81,230,597
80,400,207
Investments in and advances to unconsolidated entities
11,505,548
11,467,403
11,093,936
Assets held for sale or contribution
545,788
498,975
203,344
Net investments in real estate
94,451,466
93,196,975
91,697,487
Cash and cash equivalents
2,273,497
1,765,043
1,145,647
Other assets
7,169,743
6,049,854
5,881,122
Total assets
$                                               103,894,706
$                                                101,011,872
$                                                  98,724,256
Liabilities and Equity:
Liabilities:
Debt
$                                                 36,832,482
$                                                  36,442,085
$                                                  35,037,073
Accounts payable, accrued expenses and other liabilities
6,720,593
6,450,272
5,933,175
Total liabilities
43,553,075
42,892,357
40,970,248
Equity:
Stockholders' equity
55,909,034
53,725,722
53,193,178
Noncontrolling interests
3,312,124
3,304,267
3,316,713
Noncontrolling interests - limited partnership unitholders
1,120,473
1,089,526
1,244,117
Total equity
60,341,631
58,119,515
57,754,008
Total liabilities and equity
$                                                103,894,706
$                                                101,011,872
$                                                  98,724,256
Three Months Ended
Nine Months Ended
September 30,
September 30,
in thousands, except per share amounts
2026
2025
2026
2025
Revenues:
Rental
$                       2,205,269
$                       2,054,200
$                       6,507,427
$                       6,066,797
Strategic capital
164,326
150,351
566,757
438,652
Development management and other
17,923
9,330
36,509
31,966
Total revenues
2,387,518
2,213,881
7,110,693
6,537,415
Expenses:
Rental
511,715
484,635
1,562,859
1,460,915
Strategic capital
84,202
69,270
261,681
194,964
General and administrative
127,597
110,662
384,113
332,234
Depreciation and amortization
710,300
647,999
2,131,324
1,957,278
Other
16,957
8,724
47,246
30,079
Total expenses
1,450,771
1,321,290
4,387,223
3,975,470
Operating income before gains on real estate transactions, net
$                           936,747
$                            892,591
$                        2,723,470
$                      2,561,945
Gains on dispositions of development properties and land, net
51,538
15,435
423,717
53,363
Gains on other dispositions of investments in real estate, net
56,435
32,235
359,924
116,078
Operating income
$                        1,044,720
$                            940,261
$                        3,507,111
$                      2,731,386
Other income (expense):
Earnings from unconsolidated entities, net
155,417
92,827
396,183
268,418
Interest expense
(286,955)
(258,274)
(817,552)
(741,891)
Foreign currency, derivative and other gains (losses) and other income (expense), net
64,535
100,981
218,809
(53,506)
Gains (losses) on early extinguishment of debt, net
144
—
(1,777)
—
Total other income (expense)
(66,859)
(64,466)
(204,337)
(526,979)
Earnings before income taxes
977,861
875,795
3,302,774
2,204,407
Current income tax benefit (expense)
(59,164)
(59,847)
(196,264)
(124,271)
Deferred income tax benefit (expense)
(38,795)
5,312
(57,839)
2,948
Consolidated net earnings
879,902
821,260
3,048,671
2,083,084
Net earnings attributable to noncontrolling interests
(46,191)
(38,329)
(125,231)
(107,044)
Net earnings attributable to noncontrolling interests - limited partnership units
(16,608)
(18,665)
(62,170)
(47,592)
Net earnings attributable to controlling interests
817,103
764,266
2,861,270
1,928,448
Preferred stock dividends
(1,369)
(1,369)
(4,216)
(4,326)
Net earnings attributable to common stockholders
$                            815,734
$                              762,897
$                        2,857,054
$                           1,924,122
Weighted average common shares outstanding - Diluted
968,511
956,603
961,350
955,824
Net earnings per share attributable to common stockholders - Diluted
$                                  0.86
$                                    0.82
$                                 3.04
$                                    2.06
Three Months Ended
Nine Months Ended
September 30,
September 30,
in thousands
2026
2025
2026
2025
Net earnings attributable to common stockholders
$                            815,734
$                              762,897
$                           2,857,054
$                          1,924,122
Add (deduct) NAREIT defined adjustments:
Real estate related depreciation and amortization
683,465
626,093
2,052,673
1,896,978
Gains on other dispositions of investments in real estate, net of taxes (excluding development properties and land)
(56,435)
(32,277)
(358,450)
(115,048)
Adjustments related to noncontrolling interests
(11,268)
(13,142)
(35,361)
(48,888)
Our proportionate share of adjustments related to unconsolidated entities
142,760
138,279
426,100
422,637
NAREIT defined FFO attributable to common stockholders/unitholders*
$                         1,574,256
$                           1,481,850
$                           4,942,016
$                          4,079,801
Add (deduct) our modified adjustments:
Unrealized foreign currency, derivative and other losses (gains), net
12,728
(37,767)
(6,911)
154,948
Deferred income tax expense (benefit)
38,795
(5,312)
57,839
(2,948)
Adjustments related to noncontrolling interests
6
—
503
—
Our proportionate share of adjustments related to unconsolidated entities
437
(1,183)
(5,725)
(2,948)
FFO, as modified by Prologis attributable to common stockholders/unitholders*
$                         1,626,222
$                           1,437,588
$                           4,987,722
$                         4,228,853
Add (deduct) Core FFO defined adjustments:
Gains on dispositions of development properties and land, net
(51,538)
(15,435)
(423,717)
(53,363)
Current income tax expense (benefit) on dispositions
7,413
2,799
15,473
3,602
Losses (gains) on early extinguishment of debt, net
(144)
—
1,777
—
Venture formation costs
—
—
6,049
—
Adjustments related to noncontrolling interests
—
675
271
3,496
Our proportionate share of adjustments related to unconsolidated entities
(37,380)
3
(43,382)
(4,945)
Core FFO attributable to common stockholders/unitholders*
$                         1,544,573
$                           1,425,630
$                           4,544,193
$                         4,177,643
Add (deduct) AFFO defined adjustments:
Gains on dispositions of development properties and land, net
51,538
15,435
423,717
53,363
Current income tax benefit (expense) on dispositions
(7,413)
(2,799)
(15,473)
(3,602)
Straight-line rents and amortization of lease intangibles
(174,807)
(162,529)
(501,708)
(530,691)
Property improvements
(98,490)
(109,397)
(195,773)
(212,536)
Turnover costs
(177,483)
(138,212)
(435,258)
(413,577)
Amortization of debt discount, financing costs and management contracts, net
22,126
21,989
65,512
65,310
Stock compensation amortization expense
49,964
44,509
165,744
141,654
Adjustments related to noncontrolling interests
19,656
25,052
59,285
57,628
Our proportionate share of adjustments related to unconsolidated entities
(22,832)
(55,987)
(108,547)
(151,669)
AFFO attributable to common stockholders/unitholders*
$                         1,206,832
$                          1,063,691
$                          4,001,692
$                         3,183,523
*This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation.
Three Months Ended
Nine Months Ended
September 30,
September 30,
in thousands
2026
2025
2026
2025
Net earnings attributable to common stockholders
$                                 815,734
$                                   762,897
$                                2,857,054
$                                1,924,122
Gains on other dispositions of investments in real estate, net (excluding development properties and land)
(56,435)
(32,235)
(359,924)
(116,078)
Depreciation and amortization expense
710,300
647,999
2,131,324
1,957,278
Interest charges
254,043
242,992
747,749
694,500
Current and deferred income tax expense, net
97,959
54,535
254,103
121,323
Net earnings attributable to noncontrolling interests - limited partnership units
16,608
18,665
62,170
47,592
NOI adjustments for real estate transactions
(1,740)
1,353
12,450
11,663
Preferred stock dividends
1,369
1,369
4,216
4,326
Unrealized foreign currency, derivative and other losses (gains), net
12,728
(37,767)
(6,911)
154,948
Stock compensation amortization expense
49,964
44,509
165,744
141,654
Losses (gains) on early extinguishment of debt, net
(144)
—
1,777
—
Venture formation costs
—
—
6,049
—
Adjustments related to noncontrolling interests
(28,970)
(32,315)
(99,398)
(97,984)
Our proportionate share of adjustments related to unconsolidated entities
209,127
195,704
624,796
585,130
Adjusted EBITDA attributable to common stockholders/unitholders*
$                              2,080,543
$                              1,867,706
$                              6,401,199
$                              5,428,474
*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
Nine Months Ended
Sep. 30,
Sep. 30,
in thousands, except per share amounts
2026
2025
2026
2025
Net earnings
Net earnings attributable to common stockholders
$             815,734
$              762,897
$           2,857,054
$           1,924,122
Noncontrolling interest attributable to exchangeable limited partnership units
16,781
18,781
62,639
47,592
Adjusted net earnings attributable to common stockholders - Diluted
$             832,515
$              781,678
$           2,919,693
$           1,971,714
Weighted average common shares outstanding - Basic
944,132
928,851
936,252
928,186
Incremental weighted average effect on exchange of limited partnership units
19,778
22,809
20,629
22,958
Incremental weighted average effect of equity awards
4,601
4,943
4,469
4,680
Weighted average common shares outstanding - Diluted
968,511
956,603
961,350
955,824
Net earnings per share - Basic
$                    0.86
$                    0.82
$                    3.05
$                    2.07
Net earnings per share - Diluted
$                    0.86
$                    0.82
$                    3.04
$                    2.06
Three Months Ended
Nine Months Ended
Sep. 30,
Sep. 30,
in thousands, except per share amounts
2026
2025
2026
2025
Core FFO
Core FFO attributable to common stockholders/unitholders
$          1,544,573
$           1,425,630
$           4,544,193
$           4,177,643
Noncontrolling interest attributable to exchangeable limited partnership units
261
273
714
825
Core FFO attributable to common stockholders/ unitholders - Diluted
$          1,544,834
$           1,425,903
$           4,544,907
$           4,178,468
Less: Net Promote Income (Expense)
(10,158)
(12,268)
3,689
(36,598)
Core FFO attributable to common stockholders/ unitholders, excluding Net
Promote Income (Expense) - Diluted
$          1,554,992
$           1,438,171
$           4,541,218
$           4,215,066
Weighted average common shares outstanding - Basic
944,132
928,851
936,252
928,186
Incremental weighted average effect on exchange of limited partnership units
19,778
22,909
20,629
23,223
Incremental weighted average effect of equity awards
4,601
4,943
4,469
4,680
Weighted average common shares outstanding - Diluted
968,511
956,703
961,350
956,089
Core FFO per share - Diluted
$                    1.60
$                     1.49
$                     4.73
$                     4.37
Core FFO per share, excluding Net Promote Income (Expense) - Diluted
$                    1.61
$                     1.50
$                     4.72
$                     4.41
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 September 30, 2026, total TEI for yards, parking lots, data centers and non-industrial assets was $2.9 billion on an Owned and Managed basis 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.
6.8 %
6.3 %
7.9 %
7.6 %
Other Americas
5.0 %
8.9 %
8.8 %
8.2 %
Europe
5.0 %
5.5 %
5.9 %
5.4 %
Asia
5.7 %
6.2 %
4.9 %
5.3 %
Total
6.1 %
6.2 %
7.5 %
7.1 %
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)
$  4.05
$     4.15
Our share of:
Depreciation and amortization
3.28
3.32
Net gains on real estate transactions, net of taxes
(1.12)
(1.22)
Unrealized foreign currency losses (gains), losses (gains) on early
extinguishment of debt and other, net
0.04
0.04
Core FFO attributable to common stockholders/unitholders
$  6.25
$     6.29
Less: Net Promote Income (Expense)
—
—
Core FFO attributable to common stockholders/unitholders, excluding Net Promote
Income (Expense)
$  6.25
$     6.29
‌
(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 September 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
Sep. 30,
dollars in thousands
‌                         2026
‌                         2025
‌     Change (%)
Reconciliation of Consolidated Property NOI to Same Store Property NOI measures:
Rental revenues
$     2,205,269
$     2,054,200
Rental expenses
(511,715)
(484,635)
Consolidated Property NOI
$     1,693,554
$     1,569,565
Adjustments to derive same store results:
Property NOI from consolidated properties not included in same
store portfolio and other adjustments (a)
(210,095)
(163,892)
Property NOI from unconsolidated co-investment ventures
included in same store portfolio (a)(b)
1,001,336
955,412
Third parties' share of Property NOI from properties included in
same store portfolio (a)(b)
(774,809)
(743,868)
Prologis Share of Same Store Property NOI - Net Effective (b)
$     1,709,986
$     1,617,217
5.7 %
Consolidated properties straight-line rent and fair value lease
amortization included in the same store portfolio (c)
(137,117)
(132,380)
Unconsolidated co-investment ventures straight-line rent and fair
value lease amortization included in the same store portfolio (c)
(37,816)
(38,610)
Third parties' share of straight-line rent and fair value lease
amortization included in the same store portfolio (b)(c)
29,103
31,079
Prologis Share of Same Store Property NOI - Cash (b)(c)
$     1,564,156
$     1,477,306
5.9 %
‌
(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 September 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.
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SOURCE Prologis, Inc.
Released October 15, 2026