Prologis (PLD) details 2026 pay for new CEO Letter and Executive Chairman Moghadam

Rhea-AI Filing Summary

Prologis, Inc. updated investors on the compensation packages for its new Chief Executive Officer, Daniel S. Letter, and Executive Chairman, Hamid R. Moghadam, following their previously reported leadership transition effective January 1, 2026. The Talent and Compensation Committee approved Mr. Letter’s compensation with an annual base salary of $1,000,000, an annual bonus opportunity targeted at 200% of base salary, and a 2026 long-term incentive equity award target of $15,750,000, all tied to performance goals similar to those for other executive officers. Mr. Letter remains eligible for additional awards under the Prologis Promote Plan at the committee’s discretion.

As Executive Chairman, Mr. Moghadam is expected to receive annual compensation in performance-based equity. For 2026, he was granted Performance Stock Units with a target value of $13,750,000, with actual payouts depending on performance. To support retention after his transition, he also received a one-time grant of 220,000 LTIP Units under the 2020 Long-Term Incentive Plan that cliff vests on the third anniversary of the grant date.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2025

PROLOGIS, INC.

PROLOGIS, L.P.

(Exact name of registrant as specified in charter)

Maryland (Prologis, Inc.) Delaware (Prologis, L.P.)		001-13545 (Prologis, Inc.) 001-14245 (Prologis, L.P.)		94-3281941 (Prologis, Inc.) 94-3285362 (Prologis, L.P.)
(State or other jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Pier 1, Bay 1, San Francisco, California		94111
(Address of Principal Executive Offices)		(Zip Code)

Registrants’ Telephone Number, including Area Code: (415) 394-9000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

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

		Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Prologis, Inc. Prologis, L.P. Prologis, L.P.		Common Stock, $0.01 par value 2.250% Notes due 2029 5.625% Notes due 2040		PLD PLD/29 PLD/40		New York Stock Exchange New York Stock Exchange 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 Rule12b-2of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 1, 2026, (as reported in our Form 8-K filed on February 19, 2025) Daniel S. Letter became Chief Executive Officer (“CEO”) of Prologis, Inc. (the “Company”) and Hamid R. Moghadam became Executive Chairman of the Board of Directors (the “Board”) of the Company. On January 20, 2026, the Talent and Compensation Committee (the “Compensation Committee”) of the Board approved compensation packages for Mr. Letter and Mr. Moghadam reflecting their new roles.

In connection with his appointment as CEO, Mr. Letter’s annual base salary will be $1,000,000. Mr. Letter is eligible for an annual bonus with a target amount of 200% of his base salary and an annual long-term incentive (“LTI”) equity award with a target amount of $15,750,000 for 2026. Depending on performance, the actual amounts payable as bonus and LTI awards to Mr. Letter may be less than, greater than, or equal to such target amounts. Mr. Letter will continue to be eligible to receive awards under the Fourth Amended and Restated Prologis Promote Plan, as amended (“PPP”), with the specific amount of such awards, if any, to be determined by the Compensation Committee at the time such awards are granted. The receipt and amount of any bonus, LTI, or PPP award granted to Mr. Letter is contingent upon the achievement of performance objectives, which will be substantially the same as the objectives established for the Company’s other executive officers (such as those reported in our Proxy Statement filed on March 28, 2025).

As Executive Chairman, Mr. Moghadam is expected to receive annual compensation delivered in performance-based equity awards in the form of Performance Stock Units (“PSUs”). For 2026, Mr. Moghadam was granted a PSU award with a target value of $13,750,000. Depending on performance, the actual amount earned by Mr. Moghadam may be less than, greater than, or equal to such target amount. To support his retention following the transition to Executive Chairman, Mr. Moghadam also received a one-time service-based grant under the Company’s 2020 Long-Term Incentive Plan of 220,000 LTIP Units (as defined in the Prologis, L.P. partnership agreement, as amended from time to time) that cliff vests on the third anniversary of the grant date.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

				PROLOGIS, INC.
January 22, 2026				By:		/s/ Deborah K. Briones
						Name: Deborah K. Briones
						Title: Chief Legal Officer and General Counsel
				PROLOGIS, L.P.,
				By:		Prologis, Inc., its general partner
January 22, 2026				By:		/s/ Deborah K. Briones
						Name: Deborah K. Briones
						Title: Chief Legal Officer and General Counsel

FAQ

What executive compensation changes did Prologis (PLD) disclose for its new CEO?

Prologis disclosed that Daniel S. Letter, its new CEO, will receive an annual base salary of $1,000,000, an annual bonus with a target of 200% of base salary, and a 2026 long-term incentive equity award with a target value of $15,750,000, all subject to performance criteria set by the Compensation Committee.

How is Prologis (PLD) compensating Executive Chairman Hamid R. Moghadam after the leadership transition?

As Executive Chairman, Hamid R. Moghadam is expected to receive annual compensation in performance-based equity awards. For 2026, he was granted Performance Stock Units with a target value of $13,750,000, with the actual amount earned based on performance.

Did Prologis (PLD) grant any special retention awards to Hamid R. Moghadam?

Yes. To support his retention following the transition to Executive Chairman, Prologis granted Hamid R. Moghadam a one-time service-based award of 220,000 LTIP Units under the 2020 Long-Term Incentive Plan, which cliff vests on the third anniversary of the grant date.

Are Daniel S. Letter’s bonus and equity awards at Prologis (PLD) guaranteed?

No. The filing states that the actual amounts payable to Daniel S. Letter as bonus, long-term incentive awards, and any Prologis Promote Plan awards may be less than, greater than, or equal to the target amounts and are contingent on achieving performance objectives set by the Compensation Committee.

How are Prologis (PLD) executive performance goals determined for these compensation packages?

The company notes that performance objectives for Daniel S. Letter’s bonus, long-term incentives, and Prologis Promote Plan awards will be substantially the same as those established for other executive officers, similar to the objectives described in its proxy materials.

What type of equity is included in Prologis (PLD) Executive Chairman compensation?

For Executive Chairman Hamid R. Moghadam, annual compensation is expected to be delivered in performance-based equity awards in the form of Performance Stock Units, plus a separate one-time grant of 220,000 LTIP Units that vest after three years of service.