PLD Form 4: Director Avid Modjtabai Records 6,462.313-Share Balance

Rhea-AI Filing Summary

Avid Modjtabai, a director of Prologis, Inc. (PLD), reported receipt of Dividend Equivalent Units (DEUs) tied to Deferred Stock Units (DSUs). The Form 4 shows a 09/30/2025 acquisition of DEUs recorded as 56.4957 (units) and a total beneficial ownership balance of 6,462.313 shares after the transaction. The filing states DEUs accrue at the company's common stock dividend rate, vest 100% on the earlier of one year from grant or the first annual meeting after grant, and are paid in Prologis common stock at one share per DSU or DEU.

Positive

• 6,462.313 shares reported beneficially owned after DEU/DSU crediting
• DEUs and DSUs vest 100% on the earlier of one year from grant or the next annual meeting

Negative

• None.

Insights

Corporate Governance Analyst

Director recorded deferred-compensation units converting to 6,462.313 shares.

The Form 4 documents non-cash compensation: Dividend Equivalent Units (DEUs) associated with Deferred Stock Units (DSUs) credited on 09/30/2025. These DEUs accrue at the company dividend rate and vest fully on the earlier of the first anniversary or the next annual shareholder meeting.

This matters because the reported 6,462.313 share balance represents ownership by a director under the company's Nonqualified Deferred Compensation Plan, which is a governance and alignment signal but not an open-market purchase or sale.

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

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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).

1. Name and Address of Reporting Person^*

Modjtabai Avid

(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)
09/30/2025

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)	09/30/2025	09/30/2025	A		56.4957		(1)	(1)	Common Stock	56.4957	$0(1)	6,462.313	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 Avid Modjtabai	10/02/2025
	** 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 did Avid Modjtabai report on the Form 4 for Prologis (PLD)?

The Form 4 reports DEUs earned on DSUs credited on 09/30/2025, showing a post-transaction beneficial ownership of 6,462.313 shares.

What are DEUs and how are they paid according to the filing?

DEUs are Dividend Equivalent Units that accrue at the Prologis common stock dividend rate and are paid in Prologis common stock at a rate of one share per DEU.

When do the DEUs and underlying DSUs vest?

They vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of stockholders after the grant date.

Was this Form 4 filed individually or jointly?

The filing indicates it was a Form filed by one reporting person (individual filing).

Who signed the Form 4 on behalf of the reporting person?

The Form 4 is signed by Tammy Colvocoresses, Attorney-In-Fact for Avid Modjtabai, dated 10/02/2025.