Prologis (NYSE: PLD) updates PSU plan and retirement equity rules

Rhea-AI Filing Summary

Prologis, Inc. and Prologis, L.P. reported compensation-related changes approved by the Talent and Compensation Committee. The company adopted a new Performance Stock Unit Agreement under its 2020 Long-Term Incentive Plan that allows dividend equivalents to accrue on Target PSUs during the performance period. These dividend equivalents will be paid in cash after the performance period, but only to the extent the underlying Target PSUs are earned based on the performance criteria.

The committee also approved an amendment to prior agreements with executives Daniel S. Letter, Timothy D. Arndt and Carter H. Andrus. For each of these executives, any equity-based awards granted on or after January 1, 2026 will no longer be covered by the existing retirement eligibility waiver, clarifying how future equity awards will vest in connection with retirement.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2025

PROLOGIS, INC.

PROLOGIS, L.P.

(Exact name of registrant as specified in charter)

Maryland (Prologis, Inc.)		001-13545 (Prologis, Inc.)		94-3281941 (Prologis, Inc.)
Delaware (Prologis, L.P.)		001-14245 (Prologis, L.P.)		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 Form 8-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 CFR 240.14a-12)

☐ 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(s)		Name of Each Exchange on Which Registered
Prologis, Inc.		Common Stock, $0.01 par value		PLD		New York Stock Exchange
Prologis, L.P.		3.000% Notes due 2026		PLD/26		New York Stock Exchange
Prologis, L.P.		2.250% Notes due 2029		PLD/29		New York Stock Exchange
Prologis, L.P.		5.625% Notes due 2040		PLD/40		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).

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.

On December 3, 2025, the Talent and Compensation Committee (the “Compensation Committee”) of the Board of Directors of Prologis, Inc. (the “Company”) approved a new form of Performance Stock Unit Agreement (the “Updated PSU Agreement”) to be used to grant equity awards under the Company’s 2020 Long-Term Incentive Plan. The Updated PSU Agreement provides for the accrual of dividend equivalents on Target PSUs (as defined in the Updated PSU Agreement) during the applicable performance period. Such dividend equivalents will be settled in cash after the applicable performance period if and to the same extent that the underlying Target PSUs are earned based on the applicable performance criteria, subject to the terms of the Updated PSU Agreement. A copy of the Updated PSU Agreement has been filed as an exhibit to this Current Report and is incorporated herein by reference.

The Compensation Committee also approved a form of amendment to the Amended Agreement Relating to Retirement Eligibility and Vesting of Equity-Based Awards (the “Retirement Eligibility Waiver Amendment”) entered into previously between the Company and each of Daniel S. Letter, Timothy D. Arndt and Carter H. Andrus. The Retirement Eligibility Waiver Amendment provides that for each of Messrs. Letter, Arndt and Andrus any equity-based awards granted on or after January 1, 2026, shall not be subject to the terms of the waiver. A copy of the Retirement Eligibility Waiver Amendment has been filed as an exhibit to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above.

Exhibit No.		Description
10.1		Form of Performance Stock Unit Agreement (Cash-Settled Dividend Equivalents)
10.2		Form of Amendment to Amended Agreement Relating to Retirement Eligibility and Vesting of Equity-Based Awards
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 Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				PROLOGIS, INC.
Date: December 5, 2025				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
Date: December 5, 2025				By:		/s/ Deborah K. Briones
				Name:		Deborah K. Briones
				Title:		Chief Legal Officer and General Counsel

FAQ

What compensation changes did Prologis (PLD) announce in this 8-K?

Prologis announced a new Performance Stock Unit Agreement under its 2020 Long-Term Incentive Plan and an amendment to existing retirement eligibility waiver agreements for certain executives.

How do the new Prologis performance stock units treat dividend equivalents?

Under the updated agreement, dividend equivalents accrue on Target PSUs during the performance period and are settled in cash after the period only if and to the same extent that the underlying Target PSUs are earned based on performance criteria.

Which Prologis executives are affected by the Retirement Eligibility Waiver Amendment?

The amendment applies to agreements with Daniel S. Letter, Timothy D. Arndt and Carter H. Andrus, updating how their future equity-based awards interact with prior retirement eligibility waivers.

From what date will new equity awards to the named Prologis executives be excluded from the waiver terms?

For each of the affected executives, any equity-based awards granted on or after January 1, 2026 will not be subject to the existing retirement eligibility waiver.

Under which plan will Prologis grant the updated performance stock units?

The updated Performance Stock Unit Agreement will be used for equity awards granted under Prologis’s 2020 Long-Term Incentive Plan.

Where can investors find the full text of Prologis’s updated PSU and waiver amendment documents?

The form of Performance Stock Unit Agreement and the form of Amendment to the retirement eligibility and vesting agreement have been filed as exhibits 10.1 and 10.2 and are incorporated by reference.