Exhibit 4.1


 


Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company (as defined below) or its agent
for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	REGISTERED	 	PRINCIPAL
AMOUNT
	No.:
R-1	 	$358,336,000



 


CUSIP No.: 74340XBU4 


ISIN No.: US74340XBU46


 


PROLOGIS, L.P.

3.250% SENIOR NOTE DUE 2026


 


PROLOGIS, L.P., a limited
partnership organized and existing under the laws of the State of Delaware (hereinafter called the “Company,” which term shall
include any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, upon presentation, the principal sum of THREE HUNDRED FIFTY-EIGHT MILLION THREE HUNDRED THIRTY-SIX THOUSAND DOLLARS
($358,336,000) on June 30, 2026 and to pay interest on the outstanding principal amount thereon at the rate of 3.250% per annum,
until the entire principal hereof is paid or made available for payment. Interest shall accrue from and including June 30, 2022 or
from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, and be payable semi-annually
in arrears on June 30 and December 30 of each year, commencing on December 30, 2022. The interest so payable, and punctually
paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest which shall
be 15 days (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of
this series not more than 15 days and not less than 10 days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the Indenture. Payment of the principal of, or Make-Whole Amount, if
applicable, on, and interest on this Security will be made at the corporate trust office of the Trustee, initially located at 633 West
Fifth Street, 24th Floor, Los Angeles, California 90071, or elsewhere as provided in the Indenture, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option
of the Company, payment of interest may be made by (i) check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (ii) transfer to an account of the Person entitled thereto located inside the United States.


 



     


     


    




 


Each Security of this series
is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in
one or more series under an Indenture, dated as of June 8, 2011 (herein called the “Base Indenture”), as amended by the
fifth supplemental indenture, dated as of August 15, 2013 (together with the Base Indenture, the “Indenture”), among
the Company, Prologis, Inc. (“Prologis”) and U.S. Bank Trust Company, National Association, as successor in interest
to U.S. Bank National Association, as trustee (herein called the “Trustee,” which term includes any successor trustee under
the Indenture with respect to the series of which this Security is a part), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company,
Prologis, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the first page hereof, initially limited in aggregate principal amount
to $358,336,000, subject to the Company’s right to increase the aggregate principal amount of such series from time to time.


 


At any time prior to March 30,
2026, the Securities of this series may be redeemed in whole at any time or in part from time to time at the option of the Company at
a Redemption Price equal to the sum of:


 


(i) the principal amount
of the Securities being redeemed; and


 


(ii) the Make-Whole Amount,
if any,


 


plus accrued and unpaid interest,
if any, to, but not including, the Redemption Date.


 


In addition, on or after March 30,
2026, the Securities of this series may be redeemed in whole at any time or in part from time to time, at the option of the Company, at
a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest, if any, to,
but not including the Redemption Date.


 


The following definitions
apply with respect to the Redemption Price:


 


“Make-Whole Amount”
means, in connection with any optional redemption or accelerated payment of the Securities, the excess, if any, of (i) the aggregate
present value as of the date of such redemption or accelerated payment of each dollar of principal being redeemed or paid and the amount
of interest (exclusive of interest accrued to the date of redemption or accelerated payment) that would have been payable in respect of
each such dollar if such redemption or accelerated payment had not been made, determined by discounting, on a semi-annual basis, such
principal and interest at the Reinvestment Rate (determined on the third Business Day preceding the date such notice of redemption is
given or declaration of acceleration is made) from the respective dates on which such principal and interest would have been payable if
such redemption or accelerated payment had not been made, over (ii) the aggregate principal amount of the Securities being redeemed
or paid.


 






    	 	2	 



     


    

 


“Reinvestment Rate”
means 0.300% plus the arithmetic mean of the yields under the respective heading “Week Ending” published in the most recent
Statistical Release under the caption “Treasury Constant Maturities” for the maturity (rounded to the nearest month) corresponding
to the remaining life to maturity, as of the payment date of the principal being redeemed or paid. If no maturity exactly corresponds
to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to
the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month. For the purposes of calculating the Reinvestment Rate, the most
recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used.


 


“Statistical Release”
means the statistical release designated “H.15” or any successor publication which is published weekly by the Federal Reserve
System and which establishes yields on actively traded United States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination under the Indenture, then such other reasonably comparable index
which shall be designated by the Company.


 


Notice of redemption will
be mailed at least 30 but not more than 60 days before the Redemption Date to the Holder of record of the Securities of this series to
be redeemed at its registered address.


 


The Indenture contains provisions
for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants
and the related defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions
set forth in the Indenture, which provisions apply to this Security.


 


If an Event of Default with
respect to Securities of this series shall occur and be continuing, the Make-Whole Amount on the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.


 


As provided in and subject
to the provisions of the Indenture, unless the principal of all of the Securities of this series at the time Outstanding shall already
have become due and payable, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25%
in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent
with such request, and the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any interest on or after the respective due dates expressed herein.


 






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The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, Prologis and the
Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series of
Securities then Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.


 


No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, Make-Whole Amount, if applicable, on, and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any Place of Payment where the principal of, Make-Whole
Amount, if applicable, on, and interest on this Security are payable duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


 


The Securities of this series
are issuable in book-entry form only without coupons in minimum denominations of $1,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be
made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


Prior to due presentment of
this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 






    	 	4	 



     


    

 


No recourse under or upon
any obligation, covenant or agreement contained in the Indenture or in this Security, or because of any indebtedness evidenced thereby,
shall be had against any promoter, as such, or against any past, present or future stockholder, partner, director, officer, employee,
agent thereof or trustee, as such, of the Company or of any successor thereof, either directly or through the Company or any successor
thereof, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Security by the Holder thereof
and as part of the consideration for the issue of the Securities of this series.


 


All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


THE INDENTURE AND THE SECURITIES, INCLUDING
THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused “CUSIP” numbers to be printed
on the Securities of this series as a convenience to the Holders of such Securities. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Securities, and reliance may be placed only on the other identification numbers printed
hereon.


 


[This space intentionally left blank.]


 






    	 	5	 



     


    

 


Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed by the undersigned officer.


 


	 	PROLOGIS, L.P.
	 	 
	 	By: Prologis, Inc., its sole general partner
	 	 
	 	By:	 
	 	 	Name:	Michael
T. Blair 
	 	 	Title:	
    Assistant Secretary and Management Director, Deputy General
    Counsel



 


	Attest	 
	 	 
	 	 
	By:	 	 
	 	Name:	Deborah
K. Briones	 
	 	Title:	
    Managing Director and Deputy General Counsel
	 


 


Dated: October 6, 2022


 


[Signature
Page to Global Note due 2026]


 






     


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION:


 


This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.


 


	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,	 
	as trustee	 
	 	 
	By:	 	 
	 	Authorized Officer	 
	 	 	 	 


 


[Certificate
of Authentication to Global Note due 2026]


 



     


     


    




 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto


 


PLEASE INSERT SOCIAL

SECURITY OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE


 


(Please Print or Typewrite Name and Address including

Zip Code of Assignee)


 


the within-mentioned Security of Prologis,
L.P. and hereby does irrevocably constitute and appoint                                           
Attorney to transfer said Security on the books of the within-named Company with full power of substitution in the premises.


 


Dated:                                 


 


NOTICE: The signature to this assignment must
correspond with the name as it appears on the first page of the within-mentioned Security in every particular, without alteration
or enlargement or any change whatever.