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Prologis director acquires dividend-linked stock units

The dividend equivalent units accrue at Prologis’ common-stock dividend rate and are paid in common stock at one share per unit.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

Prologis, Inc. director George L. Fotiades acquired four types of dividend equivalent units on September 30, 2026: 194.5380 tied to pre-merger deferred stock units, 381.5790 tied to deferred stock units under the Nonqualified Deferred Compensation Plan, 128.1377 tied to phantom shares under that plan, and 242.7095 tied to pre-merger phantom shares. Reported balances after these entries were 23,800.9165 and 46,684.5906 units for the deferred-stock-unit entries, including deferred stock units and dividend equivalent units, and 15,677.1093 and 29,694.4800 units for the phantom-share entries, including phantom shares and dividend equivalent units.

Insider FOTIADES GEORGE L
Role Director
Type Security Shares Price Value
Grant/Award Dividend Equivalent Units (Pre-Merger) F1 194.538 -- --
Grant/Award Dividend Equivalent Units - NQDC F2 381.579 -- --
Grant/Award Dividend Equivalent Units (Phantom) - NQDC F3 128.1377 -- --
Grant/Award Dividend Equivalent Units (Pre-Merger Phantom) F4 242.7095 -- --
Holdings After Transaction: Dividend Equivalent Units (Pre-Merger) — 23,800.9165 contracts (Direct); Dividend Equivalent Units - NQDC — 46,684.5906 contracts (Direct); Dividend Equivalent Units (Phantom) - NQDC — 15,677.1093 contracts (Direct); Dividend Equivalent Units (Pre-Merger Phantom) — 29,694.48 contracts (Direct)
Footnotes (4)
  1. F1. Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs) associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred, as are the underlying DSUs, during the period the reporting person serves as a director. 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.
  2. F2. Represents DEUs earned on 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.
  3. F3. Represents DEUs earned on director fees that the reporting person has elected to defer into phantom shares under the NQDC Plan. These phantom shares are vested upon issuance and accrue DEUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. Phantom shares and DEUs are paid in the form of Prologis common stock at the rate of one common share per phantom share or DEU in accordance with the deferral election made by the reporting person, or upon termination of service. Balance in column 9 includes phantom shares and DEUs.
  4. F4. Represents DEUs earned on phantom shares associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. DEUs accrue on outstanding phantom shares at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred in accordance with the deferral election made by the reporting person applicable to the underlying phantom shares. Phantom shares and DEUs are paid in the form of Prologis common stock at the rate of one common share per Phantom share or DEU. Balance in column 9 includes phantom shares and DEUs.
Dividend equivalent units tied to pre-merger deferred stock units acquired 194.5380 units September 30, 2026
Reported balance including deferred stock units and dividend equivalent units 23,800.9165 units After the pre-merger deferred-stock-unit entry
Dividend equivalent units tied to NQDC Plan deferred stock units acquired 381.5790 units September 30, 2026
Reported balance including deferred stock units and dividend equivalent units 46,684.5906 units After the NQDC Plan deferred-stock-unit entry
Dividend equivalent units tied to NQDC Plan phantom shares acquired 128.1377 units September 30, 2026
Reported balance including phantom shares and dividend equivalent units 15,677.1093 units After the NQDC Plan phantom-share entry
Dividend equivalent units tied to pre-merger phantom shares acquired 242.7095 units September 30, 2026
Reported balance including phantom shares and dividend equivalent units 29,694.4800 units After the pre-merger phantom-share entry
Dividend Equivalent Units (DEUs) financial
"Dividend Equivalent Units (DEUs) earned on Deferred Stock Units"
Deferred Stock Units (DSUs) financial
"earned on Deferred Stock Units (DSUs)"
Deferred stock units (DSUs) are a form of long-term pay that promises an employee or director future company shares or cash equal to the share value at a later date, usually after leaving the company or at a set vesting time. Think of them as a delayed paycheck tied to the stock: they align recipients’ interests with long-term share performance and matter to investors because they create potential future dilution and signal how management is rewarded and incentivized.
Nonqualified Deferred Compensation Plan (NQDC Plan) financial
"under the Prologis, Inc. Nonqualified Deferred Compensation Plan"
phantom shares financial
"director fees that the reporting person has elected to defer into phantom shares"
Phantom shares are a form of employee or executive compensation that mimics the economic value of owning company stock without actually issuing real shares; holders receive cash or equivalent payments tied to the company’s share price or dividends. Think of it like a receipt that pays out if the stock rises — it aligns managers’ interests with shareholders but does not dilute ownership, while creating a future cash obligation that investors should watch as it can affect company cash flow and valuation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PLD director George L. Fotiades acquire?

George L. Fotiades acquired 194.5380 dividend equivalent units tied to pre-merger deferred stock units, 381.5790 tied to deferred stock units under the Nonqualified Deferred Compensation Plan, 128.1377 tied to phantom shares under that plan, and 242.7095 tied to pre-merger phantom shares on September 30, 2026.

When do PLD deferred stock units under the NQDC Plan vest?

The deferred stock units and dividend equivalent units vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of Prologis stockholders after the grant date, generally in May each year. Receipt of the dividend equivalent units is deferred along with the underlying deferred stock units.

How are PLD dividend equivalent units paid?

Dividend equivalent units are paid in Prologis common stock at the rate of one common share per unit. They accrue on outstanding deferred stock units at the Prologis common-stock dividend rate when dividends are paid.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
FOTIADES GEORGE L

(Last)(First)(Middle)
C/O PROLOGIS, INC., PIER 1, BAY 1

(Street)
SAN FRANCISCO CALIFORNIA 94111

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Prologis, Inc. [ PLD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Dividend Equivalent Units (Pre-Merger)(1)09/30/202609/30/2026A194.538 (1) (1)Common Stock194.538(1)23,800.9165D
Dividend Equivalent Units - NQDC(2)09/30/202609/30/2026A381.579 (2) (2)Common Stock381.579(2)46,684.5906D
Dividend Equivalent Units (Phantom) - NQDC(3)09/30/202609/30/2026A128.1377 (3) (3)Common Stock128.1377(3)15,677.1093D
Dividend Equivalent Units (Pre-Merger Phantom)(4)09/30/202609/30/2026A242.7095 (4) (4)Common Stock242.7095(4)29,694.48D
Explanation of Responses:
1. Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs) associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred, as are the underlying DSUs, during the period the reporting person serves as a director. 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.
2. Represents DEUs earned on 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.
3. Represents DEUs earned on director fees that the reporting person has elected to defer into phantom shares under the NQDC Plan. These phantom shares are vested upon issuance and accrue DEUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. Phantom shares and DEUs are paid in the form of Prologis common stock at the rate of one common share per phantom share or DEU in accordance with the deferral election made by the reporting person, or upon termination of service. Balance in column 9 includes phantom shares and DEUs.
4. Represents DEUs earned on phantom shares associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. DEUs accrue on outstanding phantom shares at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred in accordance with the deferral election made by the reporting person applicable to the underlying phantom shares. Phantom shares and DEUs are paid in the form of Prologis common stock at the rate of one common share per Phantom share or DEU. Balance in column 9 includes phantom shares and DEUs.
/s/ Barbara Gunnufson, Attorney-In-Fact for George L. Fotiades10/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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