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Deferred unit grants and conversions lift Prologis (NYSE: PLD) director stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Prologis, Inc. director James B. Connor reported compensation-related equity activity centered on deferred stock units. On April 28, 2026 he received 1,695 Deferred Stock Units under the company’s Nonqualified Deferred Compensation Plan, which vest 100% on the earlier of the first anniversary of the grant or the first annual stockholder meeting and are generally deferred until April 28, 2029.

On the same date, 1,984.5492 previously deferred Deferred Stock Units and related Dividend Equivalent Units converted into 1,984 shares of Prologis common stock on a 1‑for‑1 basis. Following these transactions he holds 1,984 common shares directly, 4,234 common shares indirectly through the Linda P. Connor Declaration of Trust, 8,261.1700 deferred stock units (including dividend equivalents), and Units representing 323,782 underlying common shares with no exercise or expiration date.

Positive

  • None.

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Insider Connor James B.
Role null
Type Security Shares Price Value
Grant/Award Deferred Stock Units-NQDC 1,695 $0.00 --
Exercise Deferred Stock Units and Dividend Equivalent Units-NQDC 1,984.549 $0.00 --
Exercise Common Stock 1,984 $0.00 --
holding Units -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Deferred Stock Units-NQDC — 8,261.17 shares (Direct, null); Deferred Stock Units and Dividend Equivalent Units-NQDC — 6,276.618 shares (Direct, null); Common Stock — 1,984 shares (Direct, null); Units — 323,782 shares (Direct, null); Common Stock — 4,234 shares (Indirect, By the Linda P. Connor Declaration of Trust, dated 6/30/05)
Footnotes (1)
  1. Deferred Stock Units (DSUs) granted April 28, 2026, which vest 100% on the earlier of the first anniversary of the grant date, or the first annual meeting of the stockholders of Prologis that occurs after the grant date, and generally, are deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan until April 28, 2029. DSUs earn dividend equivalent units (DEUs) when dividends are paid with respect to Prologis common stock and have no exercisable or expiration date. DSUs and accrued DEUs are convertible into Prologis common stock on a 1-for-1 basis. Balance in column 9 includes DSUs and DEUs. Conversion of Deferred Stock Units (DSUs) and Dividend Equivalent Units (DEUs) that were deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan). Original grant terms provided for release of shares on the earlier of (a) the third anniversary of the Grant Date (May 4, 2023) or (b) the first annual meeting of the stockholders of Prologis. Shares were released on April 28, 2026. DSUs and DEUs convert into Prologis common stock upon vesting on a 1-for-1 basis and have no exercise price or expiration date. The units have no exercisable date or expiration date.
Common shares from conversion 1,984 shares Common stock received April 28, 2026 from DSU/DEU conversion
Deferred units converted 1,984.5492 units Deferred Stock Units and Dividend Equivalent Units converted April 28, 2026
New Deferred Stock Units granted 1,695 units DSUs granted April 28, 2026 under Nonqualified Deferred Compensation Plan
Deferred units balance 8,261.1700 units DSUs and DEUs outstanding after transactions
Indirect common shares 4,234 shares Held by the Linda P. Connor Declaration of Trust
Units underlying common shares 323,782 shares Underlying Prologis common stock tied to Units with no expiration
Deferred Stock Units (DSUs) financial
"Deferred Stock Units (DSUs) granted April 28, 2026, which vest 100% on the earlier of the first anniversary of the grant date..."
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.
Dividend Equivalent Units (DEUs) financial
"DSUs earn dividend equivalent units (DEUs) when dividends are paid with respect to Prologis common stock..."
Nonqualified Deferred Compensation Plan financial
"generally, are deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan until April 28, 2029."
Deferred Stock Units-NQDC financial
"Deferred Stock Units-NQDC"
Units financial
"The units have no exercisable date or expiration date."
Units are bundled securities sold as one package in a financing—commonly a share paired with an instrument that gives the holder the right to buy more shares later. For investors this matters because a unit’s extra component can change future supply of shares and potential returns, similar to buying a combo with a coupon that can be redeemed later and alter what you actually receive and what others might own.
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*
Connor James B.

(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)
04/28/2026
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
Common Stock04/28/202604/28/2026M1,984A$01,984D
Common Stock4,234IBy the Linda P. Connor Declaration of Trust, dated 6/30/05
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
Deferred Stock Units-NQDC$004/28/202604/28/2026A1,695 (1) (1)Common Stock1,695$08,261.17D
Deferred Stock Units and Dividend Equivalent Units-NQDC$004/28/202604/28/2026M1,984.5492 (2) (2)Common Stock1,984.5492$06,276.6178D
Units$0 (3) (3)Common Stock323,782323,782D
Explanation of Responses:
1. Deferred Stock Units (DSUs) granted April 28, 2026, which vest 100% on the earlier of the first anniversary of the grant date, or the first annual meeting of the stockholders of Prologis that occurs after the grant date, and generally, are deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan until April 28, 2029. DSUs earn dividend equivalent units (DEUs) when dividends are paid with respect to Prologis common stock and have no exercisable or expiration date. DSUs and accrued DEUs are convertible into Prologis common stock on a 1-for-1 basis. Balance in column 9 includes DSUs and DEUs.
2. Conversion of Deferred Stock Units (DSUs) and Dividend Equivalent Units (DEUs) that were deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan). Original grant terms provided for release of shares on the earlier of (a) the third anniversary of the Grant Date (May 4, 2023) or (b) the first annual meeting of the stockholders of Prologis. Shares were released on April 28, 2026. DSUs and DEUs convert into Prologis common stock upon vesting on a 1-for-1 basis and have no exercise price or expiration date.
3. The units have no exercisable date or expiration date.
/s/ Tammy Colvocoresses, Attorney-in-Fact for James B. Connor04/30/2026
** 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)

FAQ

What insider transactions did Prologis (PLD) director James B. Connor report?

He reported equity compensation activity on April 28, 2026. This included a grant of 1,695 Deferred Stock Units and the conversion of 1,984.5492 deferred and dividend equivalent units into 1,984 Prologis common shares, with no open‑market buy or sell trades disclosed.

How many Prologis (PLD) shares did James B. Connor acquire through deferred unit conversion?

He acquired 1,984 Prologis common shares through conversion of Deferred Stock Units and Dividend Equivalent Units. These units converted on a 1‑for‑1 basis under prior grant terms, with shares released on April 28, 2026, following vesting conditions tied to earlier grant and stockholder meeting dates.

What new Deferred Stock Units did Prologis (PLD) grant to James B. Connor?

He received 1,695 Deferred Stock Units on April 28, 2026 under the Nonqualified Deferred Compensation Plan. These units vest 100% on the earlier of the first anniversary of the grant date or the first annual stockholder meeting and are generally deferred until April 28, 2029 before converting into shares.

What deferred equity balance does James B. Connor hold at Prologis (PLD) after these transactions?

After the April 28, 2026 activity, he holds 8,261.1700 Deferred Stock Units and related Dividend Equivalent Units. These are convertible into Prologis common stock on a 1‑for‑1 basis, earn dividend equivalents when dividends are paid, and have no exercise price or expiration date under the plan’s terms.

What are James B. Connor’s indirect and unit-based Prologis (PLD) holdings?

He indirectly holds 4,234 Prologis common shares through the Linda P. Connor Declaration of Trust. In addition, he holds Units that correspond to 323,782 underlying Prologis common shares, with the filing stating these units have no exercisable or expiration date, providing ongoing unit-based exposure.

Do the Prologis (PLD) insider transactions involve any reported stock sales?

No stock sales are reported in this filing. The activity consists of a grant of Deferred Stock Units and the conversion of previously deferred units into common stock. The transaction summary shows acquisitions and exercises, but no open‑market sale or tax‑withholding disposition transactions are disclosed here.