Prologis (PLD) director O'Connor reports 204.9 new dividend units

Rhea-AI Filing Summary

Prologis, Inc. director David P. O'Connor reported additional derivative equity units tied to his board compensation. On 12/31/2025 he acquired 204.9062 dividend equivalent units, or DEUs, at a price of $0 under the Prologis Nonqualified Deferred Compensation Plan. After this transaction, he beneficially owned 26,104.2459 derivative securities directly. The DEUs are earned on deferred stock units (DSUs) associated with current board service and accrue at the Prologis common stock dividend rate when dividends are paid. DEUs and the underlying DSUs vest 100% on the earlier of the first anniversary of the grant date or the first annual stockholders meeting, and are ultimately settled in Prologis common stock on a one-for-one basis.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

OCONNOR DAVID P

(Last) (First) (Middle)

C/O PROLOGIS, INC., PIER 1, BAY 1

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Prologis, Inc. [ PLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Dividend Equivalent Units - NQDC	$0(1)	12/31/2025	12/31/2025	A		204.9062		(1)	(1)	Common Stock	204.9062	$0(1)	26,104.2459	D

Explanation of Responses:

1. Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs) associated with current service on our board that are deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan). DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs and the underlying DSUs vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of the stockholders of Prologis after the grant date (generally in May each year). The receipt of such DEUs is deferred along with the underlying DSUs. DSUs and DEUs are paid in the form of Prologis common stock at the rate of one common share per DSU or DEU. Balance in column 9 includes DSUs and DEUs.

	/s/ Tammy Colvocoresses, Attorney-In-Fact for David P. O'Connor	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Prologis (PLD) disclose for David P. O'Connor?

Prologis reported that director David P. O'Connor acquired 204.9062 dividend equivalent units (DEUs) on 12/31/2025 under the company's Nonqualified Deferred Compensation Plan.

How many derivative securities does David P. O'Connor own after this Prologis (PLD) transaction?

Following the reported transaction, David P. O'Connor beneficially owned 26,104.2459 derivative securities related to Prologis common stock, held in direct ownership.

What are dividend equivalent units (DEUs) in the context of Prologis (PLD) director compensation?

For Prologis, DEUs are credits earned on outstanding deferred stock units (DSUs) at the Prologis common stock dividend rate when dividends are paid, and they track the value of Prologis shares.

When do Prologis (PLD) DSUs and DEUs for directors vest?

The DSUs and related DEUs for Prologis directors vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of stockholders after the grant date, which generally occurs in May.

How are Prologis (PLD) DSUs and DEUs ultimately paid to the director?

Prologis pays DSUs and DEUs in the form of Prologis common stock at a rate of one common share per DSU or DEU, with receipt deferred along with the underlying DSUs.

What plan governs these Prologis (PLD) dividend equivalent units for directors?

The DEUs reported for David P. O'Connor are earned and deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan, which covers certain director equity awards.