Form 424B5 DUKE REALTY CORP.

FILED PURSUANT TO RULE 424(b)(5)

REGISTRATION NO.: 333-255633

PROSPECTUS SUPPLEMENT

(In the Prospectus dated April 30, 2021)

Up to $600,000,000 of common stock

We and Duke Realty Limited Partnership have entered into a stock distribution agreement with Wells Fargo Securities, LLC, BTIG, LLC, Jefferies LLC, Regions Securities LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc. as sales agents, and the forward buyers (as defined below), relating to the offer and sale of shares of our common stock, with a par value of $0.01 per share, or our common stock, having an aggregate gross sale price of up to $600 million from time to time through sales agents, as our agents, or, as the case may be, as forward sellers (as defined below), or directly to our sales agents or forward sellers, acting as principals. When acting in their capacity as sales agents, we refer to Wells Fargo Securities, LLC, BTIG, LLC, Jefferies LLC, Regions Securities LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc. individually as “Sales Agent” and collectively as “Sales Agents”. The Share Distribution Agreement and this Offer supersede and replace our previous Share Distribution Agreement and “at the market” offer program, which are no longer in effect.

The Share Distribution Agreement provides that, in addition to the issue and sale of Common Shares by us through the Sales Agents acting as Agent or directly to the Agent acting as that principal for its own account at a price agreed upon at the time of sale, we may also enter into one or more forward sale agreements with one or more affiliates of Wells Fargo Bank, National Association, Jefferies LLC, Regions Securities LLC, The Bank of Nova Scotia and Truist Bank, to whom we refer when acting as such, individually as the “Future Buyer” and collectively as the “Future Buyers”, each of which is also a party to the Distribution Agreement capital. We refer to Wells Fargo Securities, LLC, Jefferies LLC, Regions Securities LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc., when acting as agent for its affiliated futures buyer, individually as as “futures seller” and collectively as “futures sellers”. Under each forward sale agreement, the forward purchaser will use commercially reasonable efforts to attempt to borrow from third parties and sell, through its affiliated forward seller, shares of our common stock to hedge the exposure of such forward buyer under such forward sale contract. All of the net proceeds from the sale of such borrowed shares will be paid to the applicable forward purchaser and we will not initially receive any such proceeds.

Subject to certain conditions, we generally have the right to elect physical, cash or net settlement in shares under forward sales contracts. We currently expect to physically settle each forward sale contract in full, if any, with the relevant forward buyer on one or more dates specified by us on or before the expiration date of that sale contract. forward, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares underlying that forward sale contract multiplied by the relevant forward sale price per share. Although we expect to settle each forward sale contract entirely by physical delivery of common stock for cash proceeds, we may also elect, subject to certain exceptions, to settle in cash or net stock all or part of our obligations under any forward contract of sale, in which case we may receive cash or common stock from, or we may owe cash or common stock to the prospective purchasers. See “Plan of Distribution (Conflicts of Interest)” in this Prospectus Supplement.

We will pay sales agents an aggregate commission of up to 2.0% of the gross sale price per share for all shares of our common stock sold through them acting from time to time as sales agents under the share distribution agreement. In connection with any forward sale contract, we will pay to the relevant agent, acting as the forward seller under such forward sale contract, a commission in the form of a reduction in the sale price to initial term under the related forward sale agreement of up to 2.0% of the volume-weighted hedge price (as defined in the relevant forward sale agreement) for that forward transaction. In connection with stock sales of our common stock on our behalf, each of the selling agents and forward sellers may be considered a “guarantor” within the meaning of the Securities Act of 1933, as amended, or the Securities Act , and their compensation may be considered underwriting compensation under the rules of the Securities and Exchange Commission or the SEC. See “Method of Distribution (Conflicts of Interest)” starting on page
S-13 of this Prospectus Supplement for additional information regarding the remuneration of sales agents and futures sellers.

Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “DRE”. The last reported sale price of our common stock on the NYSE on February 17, 2022 was $53.01 per share.

Sales of the Shares to which this Prospectus Supplement and the accompanying Prospectus, if any, relate will be made through ordinary broker-dealer transactions on the NYSE or otherwise at market prices prevailing at the time of the sale or negotiated transactions, or as otherwise agreed with the relevant trading agent or futures seller, as the case may be, including in block trades or any other method permitted by law.

Under the terms of the share distribution agreement, we may also sell shares to each of the sales agents, as principal for their respective own account, at a price per share to be agreed at the time of sale. If we sell shares to a selling agent, acting as principal, we will enter into a separate terms agreement with that selling agent setting out the terms of that transaction, and we will describe the terms of the agreement in a supplement to prospectus or separate pricing supplement. Sales of shares to any sales agent, acting as principal, will be at prices and other terms to be negotiated with us and the relevant sales agent.

No sales agent or forward seller is obligated to sell a specific number or dollar amount of shares of our common stock but, subject to the terms and conditions of the stock distribution agreement, each of selling agents and forward sellers has agreed to use its commercially reasonable efforts to sell all shares of our common stock so nominated by us (if acting as our selling agent) and all shares borrowed by the purchaser relevant futures (if acting as a futures seller), in each case, on the terms and subject to the conditions of the share distribution agreement. Shares offered and sold through sales agents, either as our agents or as forward sellers, pursuant to the Share Distribution Agreement will be offered and sold through a single agent on a given day. The equity offering of our common stock pursuant to the stock distribution agreement will terminate on the earliest of the following dates: (1) the sale of the aggregate amount of our common stock subject to the stock distribution agreement shares (including shares sold by us to or through the sellers and borrowed shares sold through the forward sellers), and (2) the termination of the share distribution agreement, in accordance with its terms, by us , sellers, including as futures sellers, or futures buyers.

To help us maintain our qualification as a real estate investment trust, or REIT, for federal income tax purposes, no one may own more than 9.8% by value or number of shares, depending on the more restrictive, of our outstanding common shares. , unless our Board of Directors waives this limitation.

Investing in our common stock involves risk. See “Additional Risk Factors” starting on page S-5 of this Prospectus Supplement and the risks described under “Item 1A. Risk Factors” starting on page 9 of our annual report on form 10-K for the year ended December 31, 2021.

Neither the SEC nor any state securities commission has approved or disapproved of such securities or determined whether this prospectus supplement or the accompanying prospectus is true or complete. Any representation to the contrary is a criminal offence.

Wells Fargo Securities BTIG Jefferies
Regions Securities LLC Scotiabank Truist Titles

The date of this Prospectus Supplement is February 18, 2022.

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