Prologis (PLD) director Lydia Kennard adds 51.13 dividend units in plan

Rhea-AI Filing Summary

Prologis, Inc. director Lydia H. Kennard reported receipt of additional equity-linked compensation in the form of dividend equivalent units under the company’s Nonqualified Deferred Compensation Plan. On 12/31/2025, she acquired 51.1275 dividend equivalent units tied to Prologis common stock at a stated price of $0 per unit, reflecting reinvestment of dividends rather than a cash purchase. These derivative holdings, which include both deferred stock units and related dividend equivalents, totaled 6,513.4405 units held directly after the transaction. The units are paid in Prologis common stock on a one-for-one basis when distributed and vest in full on the earlier of one year from grant or the next annual stockholder meeting.

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).

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^*

KENNARD LYDIA H

(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		51.1275		(1)	(1)	Common Stock	51.1275	$0(1)	6,513.4405	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 Lydia H. Kennard	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) disclose for Lydia H. Kennard?

Prologis disclosed that director Lydia H. Kennard received 51.1275 dividend equivalent units on 12/31/2025 under the company’s Nonqualified Deferred Compensation Plan.

How many Prologis-related units does Lydia H. Kennard beneficially own after this transaction?

After the 12/31/2025 transaction, Lydia H. Kennard beneficially owned 6,513.4405 derivative securities, consisting of deferred stock units and dividend equivalent units tied to Prologis common stock.

What are dividend equivalent units (DEUs) in the Prologis (PLD) plan?

Dividend equivalent units (DEUs) are credits earned on outstanding deferred stock units at the Prologis common stock dividend rate when dividends are paid, and are payable in Prologis common stock.

How do the Prologis DEUs and DSUs vest for directors?

DEUs and the underlying deferred stock 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.

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

Prologis DEUs and DSUs are paid in the form of Prologis common stock at the rate of one common share per DEU or DSU when distributions occur under the plan.

Was there any cash consideration for the Prologis dividend equivalent units received?

No cash changed hands in this transaction; the 51.1275 dividend equivalent units were recorded at a price of $0 per unit, reflecting dividend accruals rather than a purchase.