Prologis (PLD) director adds 35.6748 dividend equivalent units in Form 4

Rhea-AI Filing Summary

Prologis, Inc. director reports additional deferred stock-based units

A Prologis, Inc. director filed a Form 4 reporting the crediting of 35.6748 Dividend Equivalent Units (DEUs) on 12/31/2025. These DEUs were earned on existing Deferred Stock Units (DSUs) associated with current board service and deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan.

DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate when dividends are paid on Prologis common stock. Both DSUs and related DEUs vest 100% on the earlier of the first anniversary of the grant date or the first annual stockholders’ meeting after the grant date. They are paid in Prologis common stock at one common share per DSU or DEU. Following this transaction, the director beneficially owns 4,544.8273 DSUs and DEUs on a direct 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

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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^*

Metcalfe Guy A

(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		35.6748		(1)	(1)	Common Stock	35.6748	$0.00(1)	4,544.8273	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 Guy A Metcalfe	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).
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FAQ

What insider transaction did Prologis (PLD) report in this Form 4?

The filing reports the crediting of 35.6748 Dividend Equivalent Units (DEUs) to a Prologis director on 12/31/2025 under the company’s nonqualified deferred compensation plan.

Who is the reporting person in this Prologis (PLD) Form 4 and what is their role?

The reporting person is Guy A. Metcalfe, who is identified as a Director of Prologis, Inc. and files the form as one reporting person.

What are Dividend Equivalent Units (DEUs) as described in the Prologis (PLD) filing?

DEUs are units earned on outstanding Deferred Stock Units (DSUs) at the Prologis common stock dividend rate when dividends are paid, and they are deferred and paid in Prologis common stock on a one-for-one share basis, like the underlying DSUs.

How and when do Prologis (PLD) DSUs and DEUs vest for the director?

According to the filing, DSUs and related DEUs 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.

How many deferred units does the Prologis (PLD) director own after this transaction?

After the reported transaction, the balance shown in column 9 is 4,544.8273 derivative securities, which includes both DSUs and DEUs held directly.

How are Prologis (PLD) DSUs and DEUs ultimately settled?

The filing states that DSUs and DEUs are paid in the form of Prologis common stock at the rate of one common share per DSU or DEU, with receipt deferred along with the underlying DSUs.