10-K 0001193125-26-051453 (2026-02-13) vs 10-K 0000950170-25-021272 (2025-02-14)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 7,992 |
7.6% |
| MD&A | Item 7 | 8,582 |
22.7% |
| Legal Proceedings | Item 3, via Note 3 – Legal Proceedings | 0 |
not compared |
| Accounting Policies | 10-K text (note not found) | 0 |
not compared |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 187 words changed in this paragraph; it is 32% similar to last year's version.
While we believe our modified FFO measures are important supplemental measures, neither NAREIT’s NAREIT's nor our measures of FFO should be used alone because they exclude significant economic components of net earnings computed under GAAP and are, therefore, limited as an analytical tool. Accordingly, these are only a few of the many measures we use when analyzing our business. 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 nor 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 are: 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 computed under GAAP as follows (in millions):
Source: Item 7, 10-K 0001193125-26-051453 vs Item 7, 10-K 0000950170-25-021272
Risk Factors 172 words changed in this paragraph; it is 31% similar to last year's version.
We have acquired properties and will continue to acquire properties through the direct acquisition of real estate, the acquisition of entities that own real estate or through additional investments in co-investment ventures that acquire properties. The acquisition of properties involves risks, including the risk that the acquired property will not perform as anticipated and that any actual costs for rehabilitation, repositioning, renovation and improvements identified in the pre-acquisition due diligence process will exceed estimates. When we acquire properties, we may face risks associated with entering a new market such as a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local government and permitting procedures. Additionally, there is, and it is expected there will continue to be, significant competition for properties that meet our investment criteria as well as risks associated with obtaining financing for acquisition activities. The acquired properties or entities may be subject to liabilities, including tax liabilities, which may be without any recourse, or with only limited recourse, with respect to unknown liabilities. As a result, if a liability were asserted against us based on our new ownership of any of these entities or properties, then we may have to pay substantial sums to settle it.
Source: Item 1A, 10-K 0001193125-26-051453 vs Item 1A, 10-K 0000950170-25-021272
Every change, by type
Sentences and paragraphs of PLD's Risk Factors and MD&A, 10-K 2026-02-13 against 10-K 2025-02-14.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
access to debt and equity capital, in the private and public markets, in order to acquire properties from us. Should they have limited or no access to capital on favorable terms, then dispositions and contributions could be delayed.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedRisk Factors
We have acquired properties and will continue to acquire properties through the direct acquisition of real estate, the acquisition of entities that own real estate or through additional investments in co-investment ventures that acquire properties. The acquisition of
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedRisk Factors
•even if power is secured for our data center developments, unanticipated disruptions to the supply of such power (including initial delivery delays) or increases in the cost of such power due to impacts from local regulatory changes, availability of fuel sources, or natural disasters, could impact our ability to lease or sell such assets as intended;
Read it in 10-K 2026-02-13 at sec.gov ↗
RemovedRisk Factors
by making cash distributions to our stockholders, but we may choose to satisfy these requirements by making distributions of cash or other property, including, in limited circumstances, our own stock. The provisions of the IRC and applicable Treasury regulations regarding qualification as a REIT are more complicated for Prologis, Inc. because we hold substantially all of our assets through the OP.
Read it in 10-K 2025-02-14 at sec.gov ↗
RewordedRisk Factors
Our At December 31, 2025, our credit ratings at December 31, 2024 were A from Standard & and Poor's and A2 from Moody's, both with a stable outlook and A3 from Moody's with a positive outlook. outlooks.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
The co-investment ventures or third parties who might acquire our properties may need to have access to debt and equity capital, in the private and public markets, in order to acquire properties from us.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
These laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision may be revised or withdrawal withdrawn at any time by the rating organization. issuing agency.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
During 2024, 2025, we generated approximately $688 million $788 million, or 8.4% 9.0% of our consolidated revenues revenues, from operations outside the U.S.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
At December 31, 2024, 2025, approximately $11.5 billion $13.7 billion, or 12.1% 13.8% of our total consolidated assets assets, were invested in a currency other than the U.S. dollar, principally the British pound sterling, Canadian dollar, euro and Japanese yen.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
For the year ended December 31, 2024, $382.7 million 2025, $432.8 million, or 6.3% 6.6% of our total consolidated segment NOI NOI, was denominated in a currency other than the U.S. dollar.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
We have formed publicly traded investment vehicles, such as NPR Nippon Prologis REIT, Inc., China AMC Prologis Logistics REIT and FIBRA Prologis, for which we serve as sponsor or manager.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
Our business and operations could suffer in the event of system failures failures, cybersecurity attacks or cybersecurity attacks. risks associated with AI.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
These risks relate to Prologis as well as our investments in consolidated and unconsolidated entities and include among others, (i) risks related to our global operations (ii) risks related to our business; operations;
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
Despite training, detection systems and response procedures, an increase in email attacks (phishing and business email compromise) and the rise in use of AI tools may create disruption to our business, financial and reputational risk.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedRisk Factors
Additionally, there is, and it is expected we expect that there will continue to be, significant competition for properties that meet our investment criteria as well as risks associated with obtaining financing for acquisition activities.
Read it in 10-K 2026-02-13 at sec.gov ↗
Quiet changesRisk Factors
Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our internal and hosted information technology systems, our systems are vulnerable to damages from any number of sources, including energy blackouts, natural disasters, terrorism, war, adverse impacts of AI, telecommunication failures and cybersecurity attacks, such as malware, ransomware, or unauthorized access.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
Our operating results and leasing activity remained resilient in 2025, with performance strengthening as the year progressed, despite economic disruption related to tariff policy proposals announced in April. Leasing activity in our consolidated portfolio remained healthy, supported by improved customer sentiment and market conditions, with 112 million square feet of new leases signed during the year (228 million square feet on an O&M basis).
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
Demand conditions were also evident in our development activity. We focused on starting build-to-suit projects during 2025 and commenced $2.9 billion of consolidated development projects, of which 60.9% were build-to-suit projects.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
While we believe we are well-positioned for long-term revenue growth, supported by embedded rent growth in our in-place portfolio and our development pipeline, the potential impact of ongoing economic uncertainty on our business, future financial condition and operating results remains difficult to predict.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
•In December, we listed China AMC Prologis Logistics REIT ("Prologis C-REIT") on the Shenzhen Stock Exchange. The Prologis C-REIT purchased properties from our open-ended venture in China. At December 31, 2025, we owned 20.7% of the venture.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
•In May 2025, we amended and restated one of our global credit facilities while maintaining its existing borrowing capacity of $3.0 billion and extending the maturity date to June 2029, with an option to extend to June 2030.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
•We issued $3.4 billion of senior notes with an issuance date weighted average interest rate of 4.2% and weighted average term of 8 years (principal in millions):
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
•development of data centers, including capital for the acquisition of land, site preparation, power procurement activities to secure long-term energy capacity and turnkey data center infrastructure and equipment;
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
•Purchase of short-term investments. We invested €150 million ($177 million at December 31, 2025) of cash into a short-term money market with a maturity of four months.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
At December 31, 2025 the total outstanding shares of the Parent's common stock and common limited partnership units in the OP eligible for dividends and distributions were as follows (in thousands):
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
Shares/Units Common shares outstanding 929,153 Common limited partnership units outstanding 21,758 Total outstanding common shares and units eligible for dividends and distributions 950,911
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
The fair value of real estate properties subject to purchase price allocation is based on the expected future cash flows of the property and various characteristics of the markets where the property is located utilizing an income approach methodology, which may be a
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
While we believe our modified FFO measures are important supplemental measures, neither NAREIT's nor 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 nor 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 computed under GAAP as follows (in millions):
Read it in 10-K 2026-02-13 at sec.gov ↗
RemovedMD&A
In the near term, our proprietary metrics indicate renewed activity in customer leasing decisions as we entered 2025, despite the current economic and geopolitical environment. Additionally, we expect our development activity to increase as market conditions warrant. Overall, we believe we are well-positioned to organically grow revenues over the long-term, as our in-place leases have considerable upside potential to capture the cumulative growth in market rents over the last several years.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
•We earned promotes from unconsolidated co-investment ventures aggregating $139 million ($43 million net of related strategic capital expenses, which includes stock compensation amortization for promotes earned in prior periods), primarily from the value we created in executing the redevelopment, leasing and sale of a data center in the fourth quarter of 2024.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
•Our publicly traded vehicle, FIBRA Prologis, completed tender offers to acquire 89.9% of Terrafina, a Mexican FIBRA, through a combination of stock and cash and began consolidating Terrafina, which owned a portfolio of 41 million square feet of industrial real estate properties at December 31, 2024. As a result, our ownership interest in FIBRA Prologis decreased to 34.6% at December 31, 2024.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
•In India, we acquired 225 acres of land to support future development opportunities in this new market.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
(3)The increase due to acquisitions is principally due to the additional NOI in 2024 from the $3.1 billion real estate portfolio acquired in the U.S. on June 29, 2023. Acquisition activity also includes the fair value lease amortization to rental revenues due to in-place leases that were primarily below market at the time of the acquisition.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
(4)The change is primarily due to higher insurance costs from a greater number of weather-related events in 2023. Development management and other also includes the operating results of our renewable energy assets.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
Depreciation and amortization expenses were $2.6 billion and $2.5 billion in 2024 and 2023, respectively.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
The following table details our foreign currency and derivative gains (losses), net included in earnings (in millions):
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
2024 2023 Realized foreign currency and derivative gains, net: Gains on the settlement of undesignated derivatives $ 53 $ 60 Gains on the settlement of transactions with third parties 1 1 Total realized foreign currency and derivative gains, net 54 61 Unrealized foreign currency and derivative gains (losses), net: Gains (losses) on the change in fair value of undesignated derivatives and unhedged debt 87 (81) Gains (losses) on remeasurement of certain assets and liabilities (20) 10 Total unrealized foreign currency and derivative gains (losses), net 67 (71) Total foreign currency and derivative gains (losses), net $ 121 $ (10)
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
These FFO measures are used by management as supplemental financial measures of operating performance and we believe that it is important that stockholders, potential investors and financial analysts understand the measures management uses. We do not use our FFO measures as, nor should they be considered to be, alternatives to net earnings computed under GAAP, as indicators of our operating performance, as alternatives to cash from operating activities computed under GAAP or as indicators of our ability to fund our cash needs.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
We analyze our operating performance principally by the rental revenue of our real estate and the revenues from our strategic capital business, net of operating, administrative and financing expenses. This income stream is not directly impacted by fluctuations in the market value of our investments in real estate or debt securities.
Read it in 10-K 2025-02-14 at sec.gov ↗
RemovedMD&A
While we believe our modified FFO measures are important supplemental measures, neither NAREIT’s nor our measures of FFO should be used alone because they exclude significant economic components of net earnings computed under GAAP and are, therefore, limited as an analytical tool. Accordingly, these are only a few of the many measures we use when analyzing our business. Some of the limitations are:
Read it in 10-K 2025-02-14 at sec.gov ↗
RewordedMD&A
Logistics Fund $ - $ 94 $ 94 2027 (2) Equity Commitments (1) Prologis Venture Partners Total Expiration Date Prologis Brazil Logistics Venture $ 33 134 167 2026 $ 133 $ 166 2028 Prologis European Logistics Fund - 29 29 2027 60 60 2028 (2) Prologis Japan Core Logistics Fund 84 429 513 78 402 480 2033 Prologis China Logistics Venture 186 1,057 1,243 2025 49 278 327 2027 – 2028 Total $ 303 160 $ 1,743 873 $ 2,046 1,033
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
Although While these items may have a material impact on our operations adjustments are subject to significant fluctuations from period to period, with both positive and are reflected in our financial statements, negative short-term impacts, the removal of the effects of these items allows us to better understand enhances our understanding of the core operating performance of our properties over the long term.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
This lease mark-to-market has remained meaningfully positive at 18% (on an NER and our share basis), despite recent quarters of lower lower, or even negative in some cases negative, market rental growth, reflecting the accumulated rent growth due embedded in our in-place leases that remains to the compounded nature of market rent growth. be realized.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
Gains on the disposition of development properties and land were $258 million and $414 million for 2025 and $462 million for 2024 and 2023, 2024, respectively, primarily principally from the contribution of properties we developed to unconsolidated co-investment ventures in Europe and the U.S. in 2025 and the U.S., Mexico and Europe in 2024 2024, and from sales to third parties in Europe, Japan and Mexico the U.S. in 2023. 2025.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
Our financial condition for 2022, 2023, results of operations for 2022, 2023, and 2023 2024 compared to 2022 and details on the acquisition of Duke Realty Corporation and Duke Realty Limited Partnership (collectively "Duke" or the "Duke Transaction") is 2023 are referenced throughout this document and can be found under Item 7.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
Our FFO measures begin with NAREIT’s definition, and we make with certain adjustments to calculate FFO, as modified by Prologis, and Core FFO, both as defined below, to reflect our business and the way that execution of our management plans and executes our business strategy.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
Our At December 31, 2025, our credit ratings at December 31, 2024, were A from Standard & and Poor's and A2 from Moody's, both with a stable outlook and A3 from Moody's with a positive outlook. outlooks.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
We allocate the costs of our property management and leasing functions to the Strategic Capital Segment through Strategic Capital Expenses and to the Real Estate Segment through Rental Expenses both in the Consolidated Financial Statements, based on the square footage of the relative portfolios.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
We invested cash in our unconsolidated entities of $312 million and $541 million in 2025 and $284 million in 2024 and 2023, 2024, respectively, representing our proportionate share. share, for the acquisition of properties, development and repayment of debt by the ventures.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
We paid a quarterly cash distribution of $0.64665 per Class A Unit in 2024 both 2025 and 2023. 2024, totaling $1.93995 per unit during the year ended December 31, 2025, and $2.58660 per unit during the year ended December 31, 2024.
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
Income tax expense (benefit) $ 173 $ 116 $ 165 Income tax expense (benefit) on dispositions 27 30 39 Income tax benefit on dispositions related to acquired tax liabilities - (11) Total current income tax expense (benefit) 200 146 193 Deferred income tax expense: expense (benefit):
Read it in 10-K 2026-02-13 at sec.gov ↗
RewordedMD&A
Our O&M operating portfolio does not include excludes our development portfolio, value-added properties, non-industrial properties or and properties that we consider non-strategic and that we do not have the intent intend to hold for the long term that are term, including those classified as either held for sale or within other real estate investments.
Read it in 10-K 2026-02-13 at sec.gov ↗
