UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of ~~Report~~report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): September 2830, 2022

~~UKE~~DUKE REALTY CORPORATION

~~EALTY~~DUKE REALTY LIMITED PARTNERSHIP

~~ORPORATION~~(Exact name of registrant specified in its charter)

~~UKE~~Duke Realty Corporation:

EALTY

Indiana	1-9044	35-1740409
(State of	(Commission	(IRS Employer
Formation)	File Number)	Identification No.)

~~IMITED~~Duke Realty Limited Partnership:

ARTNERSHIP

Indiana	0-20625	35-1898425
(State of	(Commission	(IRS Employer
Formation)	File Number)	Identification No.)

(Exact name of registrant as specified in its charter)

Duke Realty Corporation:
Indiana	1-9044	35-1740409
(State of Formation)	(Commission File Number)	(IRS Employer Identification No.)

Duke Realty Limited Partnership:
Indiana	0-20625	35-1898425
(State of Formation)	(Commission File Number)	(IRS Employer Identification No.)

8711 River Crossing Blvd. Indianapolis, IN 46240

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: (317) 808-6000

~~Not~~Check ~~Applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~(Former~~¨ ~~name~~Written orcommunications ~~former~~pursuant ~~address,~~to ifRule ~~changed~~425 ~~since~~under ~~last~~the ~~report~~Securities Act (17 CFR 230.425)

8¨ Soliciting material pursuant to Rule 14a-K12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ ~~Written~~Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

☐¨ ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	~~Trading~~Name ~~Symbol~~of each exchange on which registered		~~Name of each exchange on which registered:~~
Common Stock, par value $0.01 per share	DRE	~~DRE~~The New York Stock Exchange		~~The New York Stock Exchange~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~(§240.12b-2~~Emerging Growth Company ¨

~~Emerging~~If an emerging growth company, ☐indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~5.07. Submission of Matters to a Vote of Security Holders.~~Note

~~Duke~~This ~~Realty~~Current ~~Corporation~~Report ~~(the~~on ~~“Company”)~~Form 8-K ~~held~~is abeing filed ~~special~~in ~~meeting~~connection ofwith ~~shareholders (~~the ~~“Special~~consummation ~~Meeting”)~~ on ~~September~~October 283, 2022. At (the ~~Special~~“Closing ~~Meeting,~~Date”) ~~the Company’s shareholders voted on three proposals, each~~ of ~~which is described in further detail in~~ the ~~Company’s~~transactions ~~definitive~~contemplated ~~proxy~~by that ~~statement~~certain onAgreement ~~Schedule~~and ~~14A~~Plan ~~filed~~of ~~with~~Merger, ~~the~~dated ~~Securities~~as ~~and~~of ~~Exchange Commission on August~~June 211, 2022. As(as ofamended ~~the~~or ~~close~~supplemented offrom ~~business~~time onto ~~August 8~~time, ~~2022,~~ the ~~record~~“Merger Agreement”), ~~date~~by ~~for~~and ~~the~~among ~~Special Meeting~~Prologis, ~~there were 384~~ Inc.,~~992,716~~ ~~shares~~a ofMaryland ~~common~~corporation ~~stock~~(“Prologis”), ~~par~~Prologis, ~~value $0~~L.~~01 per share~~P., ofa ~~the~~Delaware ~~Company~~limited partnership (“~~Common~~Prologis ~~Stock~~OP”) ~~outstanding~~, ~~which~~Compton ~~were~~Merger ~~each~~Sub ~~entitled~~LLC, toa ~~one~~Delaware ~~vote~~limited ~~with~~liability ~~respect~~company toand ~~each~~a ~~proposal~~wholly atowned ~~the~~subsidiary ~~Special~~of Prologis ~~Meeting.~~(“Prologis ~~Holders~~Merger ~~of 330~~Sub”),~~058,372~~ ~~shares~~Compton ofMerger ~~Common~~Sub ~~Stock~~OP ~~were~~LLC, ~~present~~a atDelaware ~~the~~limited ~~Special~~liability ~~Meeting~~company ~~virtually~~and ora bywholly ~~proxy,~~owned ~~representing~~subsidiary of ~~85.73%~~Prologis ofOP ~~the~~(“Prologis ~~outstanding~~OP ~~shares~~Merger ofSub” ~~Common~~and, ~~Stock~~together ~~entitled~~with toPrologis, ~~vote~~Prologis atOP ~~the~~and ~~Special~~Prologis ~~Meeting~~Merger Sub, ~~which~~the ~~constituted~~“Prologis Parties”), aDuke ~~quorum~~Realty toCorporation, ~~conduct~~an ~~business~~Indiana atcorporation ~~the~~(“DRE”), ~~Special~~and ~~Meeting.~~Duke AtRealty ~~the~~Limited ~~Special Meeting~~Partnership, ~~the~~an ~~Company’s~~Indiana limited ~~shareholders~~partnership ~~were~~(“DRE ~~asked~~OP” ~~to consider~~ and, ~~vote~~together onwith DRE, the ~~following~~“DRE ~~matters:~~ Parties”).

•Pursuant ~~a proposal~~ to ~~approve~~ the Merger Agreement, ~~and~~on ~~Plan~~October 3, 2022: of(a) DRE ~~Merger~~merged ~~(including~~with ~~the~~and ~~plan~~into ofPrologis ~~merger~~Merger ~~set~~Sub ~~forth~~(the ~~therein~~“DRE Merger”), ~~dated~~with asPrologis ofMerger ~~June~~Sub ~~11,~~surviving ~~2022,~~the asmerger and ~~amended~~remaining ~~from~~a ~~time~~wholly toowned ~~time,~~subsidiary byof ~~and among~~ Prologis, ~~Inc.~~ (the “~~Prologis~~Surviving Entity”), ~~the~~(b) thereafter, ~~Company~~Prologis and the ~~other~~Surviving Entity ~~parties~~caused ~~thereto~~all (of the ~~“Merger~~outstanding ~~Agreement”),~~equity ~~and~~interests of the ~~transactions~~Surviving ~~contemplated~~Entity ~~thereby,~~to ~~including~~be ~~the~~contributed ~~merger~~to ~~(the~~Prologis ~~“Merger”)~~OP ofin ~~the~~exchange ~~Company~~for ~~with~~the ~~and~~issuance by ~~into~~Prologis ~~Compton~~OP ~~Merger~~of ~~Sub~~partnership ~~LLC,~~interests ain ~~Delaware~~Prologis ~~limited~~OP ~~liability~~to ~~company~~Prologis and/or ~~wholly~~its ~~owned~~subsidiaries ~~subsidiary~~as ofdirected ~~Prologis~~by (“Prologis, ~~Merger~~and ~~Sub”~~(c) thereafter, ~~with~~ Prologis OP Merger Sub ~~continuing~~merged aswith ~~the~~and ~~surviving~~into ~~entity~~DRE OP, onwith DRE OP surviving the ~~terms~~merger and ~~conditions~~becoming ~~set~~a ~~forth~~wholly inowned ~~the~~subsidiary ~~Merger~~of ~~Agreement~~Prologis OP (the “~~Merger~~Partnership ~~Agreement Proposal~~Merger”);.

•Item a2.01. ~~non-binding~~Completion ~~advisory~~of ~~proposal~~Acquisition ~~to approve the compensation that may be paid~~ or ~~become~~Disposition ~~payable~~of ~~to the Company’s named executive officers in connection with the Merger and the other transactions contemplated by the Merger Agreement (the “Advisory Compensation Proposal”); and~~Assets.

•The ainformation ~~proposal~~provided toin ~~approve~~the ~~one~~Introductory Note ~~or more adjournments~~ of ~~the~~this ~~Special~~Current ~~Meeting~~Report toon ~~another~~Form 8-K ~~date,~~is ~~time~~incorporated orherein ~~place,~~by ~~if necessary or appropriate, to solicit additional proxies in favor of the Merger Agreement Proposal (the “Adjournment Proposal”)~~reference.

AtPursuant to the ~~Special~~terms ~~Meeting~~of the Merger Agreement, on October 3, 2022, at the ~~Company’s~~effective ~~shareholders~~time ~~approved~~of the DRE Merger ~~Agreement~~(the ~~Proposal~~“DRE Merger Effective Time”), each share of common stock, par value $0.01 per share, of DRE (“DRE Common Stock”) issued and outstanding as of immediately prior to the ~~Adjournment~~DRE ~~Proposal.~~Merger ~~The~~Effective Time ~~Advisory~~(other ~~Compensation~~than ~~Proposal~~shares ~~was~~of ~~not~~DRE ~~approved~~Common Stock owned by any of the ~~Company’s~~DRE ~~shareholders.~~Parties ~~Because~~or ~~there~~any ~~were~~of ~~sufficient~~their ~~votes~~respective towholly ~~approve~~owned subsidiaries and shares of DRE Common Stock owned by any of the ~~Merger~~Prologis ~~Agreement~~Parties ~~Proposal,~~or itany of their respective wholly owned subsidiaries) was ~~not~~automatically ~~necessary~~converted into the right to ~~adjourn~~receive 0.475 (the ~~Special~~“Exchange ~~Meeting~~Ratio”) of a validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of Prologis (“Prologis Common Stock”), together with cash in lieu of fractional shares, without interest, but subject to any withholding required under applicable law, upon the terms and subject to the conditions set forth in the Merger Agreement (the “DRE Merger Consideration”).

~~The~~Pursuant ~~final~~to ~~voting~~the ~~results~~terms ~~for~~of the Merger Agreement, on October 3, 2022, at the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), (a) the general partner interests in DRE OP as of immediately prior to the Partnership Merger Effective Time remained general partnership interests in DRE OP, (b) each ~~proposal~~common ~~are~~partnership ~~set~~interest ~~forth~~of DRE OP (“DRE Common OP Units”) that was issued and outstanding immediately prior to the Partnership Merger Effective Time (other than any DRE Common OP Units as described in clauses (c) and (d) below.) were automatically converted into new validly issued common limited partnership interests in Prologis OP in an amount equal to the Exchange Ratio and each holder of DRE Common OP Units was admitted as a limited partner of Prologis OP in accordance with the terms of Prologis OP’s partnership agreement, (c) each DRE Common OP Unit owned by the Surviving Entity as of immediately prior to the Partnership Merger Effective Time remained outstanding at and following the Partnership Merger Effective Time and (d) each DRE Common OP Unit owned by any wholly owned subsidiary of the Surviving Entity or of DRE OP, in each case, as of immediately prior to the Partnership Merger Effective Time, was canceled and ceased to exist, and no consideration was delivered in exchange therefor.

Pursuant to the terms of the Merger Agreement, at ~~Proposal~~the DRE Merger Effective Time, each DRE equity award and deferred share account vested in full (to the extent it was not previously vested) and was canceled in exchange for a payment of the Exchange Ratio of Prologis Common Stock with respect to each underlying share of DRE Common Stock (or, in the case of awards that were subject to performance-based vesting conditions, an amount of cash calculated in accordance with the formula set forth in the Merger Agreement), less applicable taxes and withholdings. In addition, at the Partnership Merger Effective Time, each LTIP Unit in DRE OP vested in full (to the extent it was not previously vested) and was converted into common units of Prologis OP in accordance with the formula set forth in the Merger Agreement (or, in the case of certain performance-based awards of LTIP Units in DRE OP, an amount of cash calculated in accordance with the formula set forth in the Merger Agreement), less applicable taxes and withholdings.

AtThe ~~the~~foregoing ~~Special~~description ~~Meeting,~~of the ~~Company’s~~Merger ~~shareholders~~Agreement does ~~voted~~not purport to ~~approve~~be complete and is qualified in its entirety by the full text of the Merger Agreement ~~Proposal.~~and ~~The~~the ~~table~~related ~~below~~Letter ~~sets~~Agreement, dated ~~forth~~as of September 16, 2022, by and among the ~~voting~~Prologis ~~results~~Parties ~~for~~and ~~this~~the ~~proposal:~~DRE Parties, which are attached hereto as Exhibits 2.1 and 2.2, respectively, and are incorporated herein by reference.

Votes For		Votes Against		Abstentions
329,034,043		870,448		153,881

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule Standard; Transfer of Listing.

~~Advisory~~The ~~Compensation~~information ~~Proposal~~provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

AtOn the ~~Special~~Closing ~~Meeting~~Date, DRE notified the ~~Advisory~~New York ~~Compensation~~Stock ~~Proposal~~Exchange ~~did~~(the ~~not~~“NYSE”) ~~receive~~of the ~~requisite~~consummation ~~vote~~of the DRE Merger and requested that the NYSE file with the Securities and Exchange Commission (“SEC”) a notification of removal from listing on Form 25 in order to delist the ~~Company’s~~DRE ~~shareholders~~Common Stock from the NYSE and ~~therefore~~deregister ~~was~~the ~~not~~DRE ~~approved~~Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The ~~table~~Surviving ~~below~~Entity ~~sets~~intends ~~forth~~to file with the ~~voting~~SEC ~~results~~a ~~for~~certification ~~this~~on ~~proposal:~~Form 15 to cause DRE’s reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended.

Votes For		Votes Against		Abstentions
27,540,877		302,000,939		516,556

Item 3.03. Material Modification to Rights of Security Holders.

~~Adjournment~~At ~~Proposal~~the DRE Merger Effective Time, all shares of DRE Common Stock issued and outstanding immediately prior to the DRE Merger Effective Time (other than shares of DRE Common Stock owned by any of the DRE Parties or any of their respective wholly owned subsidiaries and shares of DRE Common Stock owned by any of the Prologis Parties or any of their respective wholly owned subsidiaries, which were cancelled and ceased to exist) were converted into the right to receive the DRE Merger Consideration and were cancelled and ceased to exist.

AtThe ~~the~~information ~~Special~~provided ~~Meeting,~~in the ~~Company’s~~Introductory Note ~~shareholders~~and ~~voted~~Items to2.01, ~~approve~~3.01 ~~the~~and ~~Adjournment Proposal~~5.01 ~~The~~of ~~table~~this ~~below~~Current ~~sets~~Report ~~forth~~on ~~the~~Form 8-K ~~voting~~is ~~results~~incorporated ~~for~~herein ~~this~~by ~~proposal:~~ reference.

Votes For		Votes Against		Abstentions
302,524,561		27,259,666		274,145

Item 5.01. Changes in Control of Registrant.

~~non~~The information provided in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-~~votes~~K is incorporated herein by reference.

~~Subject~~Item to5.02. ~~the~~Departure ~~satisfaction~~of Directors or ~~waiver~~Certain ofOfficers; ~~all~~Election of ~~the~~Directors; ~~conditions~~Appointment ~~to the closing~~ of ~~the~~Certain ~~Merger~~Officers; inCompensatory ~~the~~Arrangements ~~Merger~~of ~~Agreement,~~Certain ~~the Merger is expected to be completed on October 3, 2022~~Officers.

The information provided in the Introductory Note and Item 82.01. ~~Other~~of ~~Events~~this Current Report on Form 8-K is incorporated herein by reference.

OnEach ~~September 28,~~of ~~2022,~~DRE’s ~~the~~directors ~~Company~~resigned ~~and~~from his ~~Prologis~~or ~~issued~~her arespective ~~joint~~position ~~press~~as ~~release~~a ~~announcing~~member of the ~~results~~board of ~~the~~directors ~~voting~~of atDRE ~~the~~and ~~Special~~from ~~Meeting~~any and atall ~~the~~committees ~~special~~thereof ~~meeting~~effective as of ~~stockholders~~the DRE ofMerger ~~Prologis,~~Effective aTime. ~~copy~~At ofthe ~~which~~DRE isMerger ~~attached~~Effective ~~hereto~~Time, asall ~~Exhibit 99.1~~of ~~and~~DRE’s isofficers ~~incorporated~~ceased ~~herein~~to bybe ~~reference.~~officers of DRE.

~~Item~~On 9September 30, 2022, DRE entered into a letter agreement (the “Letter Agreement”) with Mr.01 Steven W. ~~Financial~~Schnur, ~~Statements~~DRE’s Executive Vice President and ~~Exhibits~~Chief Operating Officer, which (i) amends the Amended and Restated Severance Agreement between DRE and Mr. Schnur, dated as of January 30, 2019 and amended as of July 18, 2022, to specify the list of competitors covered by the post-employment non-compete covenant included therein and (ii) provides that Mr. Schnur will be available to provide consulting services for a period of six months following his separation from employment with DRE (for which Mr. Schnur will not receive any additional compensation). The Letter Agreement was effective as of and contingent upon the occurrence of the closing of the Mergers.

~~(d)~~Item 9.01. ~~Exhibits~~Financial Statements and Exhibits.

Exhibit Number		Exhibit Description
99.1		Joint Press Release, dated September 28, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(d) Exhibits

SIGNATURES

Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of June 11, 2022, by and among Prologis, Inc., Prologis, L.P., Compton Merger Sub LLC, Compton Merger Sub OP LLC, Duke Realty Corporation and Duke Realty Limited Partnership (incorporated by reference to Exhibit 2.1 to Duke Realty Corporation’s and Duke Realty Limited Partnership’s Form 8-K filed on June 13, 2022)*

2.2		Letter Agreement, dated as of September 16, 2022, by and among Prologis, Inc., Prologis, L.P., Compton Merger Sub LLC, Compton Merger Sub OP LLC, Duke Realty Corporation and Duke Realty Limited Partnership (incorporated by reference to Exhibit 2.1 to Duke Realty Corporation’s and Duke Realty Limited Partnership’s Form 8-K filed on September 16, 2022)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Pursuant~~* toSchedules ~~the~~have ~~requirements~~been ofomitted ~~the~~pursuant ~~Securities~~to ~~Exchange~~Item ~~Act~~ 601(a)(5) of ~~1934,~~Regulation S-K. ~~the~~Prologis ~~registrant~~agrees ~~has~~to ~~duly~~furnish ~~caused~~supplementally ~~this~~to ~~report~~the toSEC bea ~~signed~~copy onof ~~its~~any ~~behalf~~omitted byschedule ~~the~~upon ~~undersigned~~request ~~hereunto~~by ~~duly~~the ~~authorized~~SEC.

~~DUKE REALTY CORPORATION By: /s/ ANN C. DEE Ann C. Dee Executive Vice President, General Counsel and Corporate Secretary~~SIGNATURES

~~DUKE~~Pursuant ~~REALTY~~to ~~LIMITED~~the ~~PARTNERSHIP~~requirements ~~By:~~of ~~Duke~~the ~~Realty~~Securities Exchange ~~Corporation~~Act of 1934, ~~its~~the ~~general~~registrant ~~partner~~has ~~By:~~duly ~~/s/~~caused ~~ANN~~this C.Report ~~DEE~~to ~~Ann~~be C.signed ~~Dee~~on ~~Executive~~its ~~Vice~~behalf ~~President,~~by ~~General~~the ~~Counsel~~undersigned ~~and~~hereunto ~~Corporate~~duly ~~Secretary~~authorized.

~~Dated~~DUKE REALTY LLC (as successor by merger to Duke Realty Corporation) By: ~~September 29~~Prologis, ~~2022~~L.P., its sole member By: Prologis, Inc., its general partner By: /s/ Michael T. Blair Name: Michael T. Blair Title: Managing Director, Deputy General Counsel DUKE REALTY LIMITED PARTNERSHIP By: Duke Realty LLC, its general partner By: Prologis, L.P., its sole member By: Prologis, Inc., its general partner By: /s/ Michael T. Blair Name: Michael T. Blair Title: Managing Director, Deputy General Counsel

Dated: October 3, 2022

Co-Registrant CIK	0001003410
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2022-09-30
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Co-Registrant Emerging growth company	false
Co-Registrant AddressLine1	8711 River Crossing Blvd
Co-Registrant City	Indianapolis
Co-Registrant State	IN
Co-Registrant ZipCode	46240
Co-Registrant CityAreaCode	317
Co-Registrant LocalPhoneNumber	808-6000

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