Prologis (NYSE: PLD) director logs 80,000-share sale and new DEUs

Rhea-AI Filing Summary

Prologis, Inc. director James B. Connor reported a sale of common stock and an update to his deferred equity units. On 10/24/2025, he sold 80,000 shares of Prologis common stock at a weighted average price of $126.5818 per share in multiple transactions, and his directly held non-derivative common stock position after the sale is reported as 0 shares.

Connor also reported the crediting of 51.1275 Dividend Equivalent Units (DEUs) on nonqualified deferred stock units tied to his board service, at an exercise price of $0 and a deemed date of 12/31/2025. After this transaction, he beneficially owns 6,513.4405 deferred units (including DSUs and DEUs), which are payable in Prologis common stock on a one-for-one basis under the company’s nonqualified deferred compensation plan.

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^*

Connor James B.

(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)
10/24/2025

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
Common Stock	10/24/2025	10/24/2025	S		80,000	D	$126.5818(1)	0	D

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(2)	12/31/2025	12/31/2025	A		51.1275		(2)	(2)	Common Stock	51.1275	$0	6,513.4405	D

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.79 to $127.27. The reporting person undertakes to provide to Prologis, Inc., any security holder of Prologis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price.

2. 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 James B. 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) report for James B. Connor?

Prologis director James B. Connor reported selling 80,000 shares of Prologis common stock on 10/24/2025 at a weighted average price of $126.5818 per share.

What is James B. Connor’s Prologis (PLD) common stock holding after this Form 4 transaction?

Following the reported sale of 80,000 Prologis common shares, the amount of directly held non-derivative common stock is reported as 0 shares.

Did the Prologis (PLD) director receive any derivative or deferred equity units in this filing?

Yes. The filing reports that 51.1275 Dividend Equivalent Units (DEUs) were credited on deferred stock units associated with James B. Connor’s board service under Prologis’ nonqualified deferred compensation plan.

How many deferred units tied to Prologis (PLD) stock does James B. Connor now beneficially own?

After the reported DEU crediting, James B. Connor beneficially owns 6,513.4405 deferred units (including DSUs and DEUs), each payable in one share of Prologis common stock.

What price range did the Prologis (PLD) insider stock sales occur at on 10/24/2025?

The filing notes that the 80,000 Prologis shares were sold in multiple transactions at prices ranging from $125.79 to $127.27, with a weighted average price of $126.5818.

What is a Dividend Equivalent Unit (DEU) in the context of Prologis (PLD) director compensation?

For Prologis, Dividend Equivalent Units (DEUs) are units earned on deferred stock units that accrue at the Prologis common stock dividend rate and are paid out in shares of Prologis common stock on a one-for-one basis along with the underlying DSUs.