Prologis (NYSE: PLD) director converts 43,825 deferred units to shares

Rhea-AI Filing Summary

Prologis, Inc. director Irving F. Lyons III reported a compensation-related conversion of deferred awards rather than an open-market trade. On April 28, 2026, he converted 43,830.3114 Deferred Stock Units and Dividend Equivalent Units into 43,825 shares of common stock on a 1-for-1 basis under the company’s Nonqualified Deferred Compensation Plan. The filing lists a transaction price of $141.53 per share for the common stock. Following the conversion, he directly holds 43,825 common shares and indirectly holds 1,000 shares in the Katherine Ashley Lyons Trust and 22,431 shares in The Lyons Family Trust (CP). Fractional units were settled in cash.

Insider Trade Summary

43,830.311 shares exercised/converted

Mixed 4 txns

Insider LYONS IRVING F III

Role null

Type	Security	Shares	Price	Value
Exercise	Deferred Stock Units and Dividend Equivalent Units-NQDC	43,830.311	$0.00	--
Conversion	Common Stock	43,825	$141.53	$6.20M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Stock Units and Dividend Equivalent Units-NQDC — 0 shares (Direct, null); Common Stock — 43,825 shares (Direct, null); Common Stock — 22,431 shares (Indirect, The Lyons Family Trust (CP))

Footnotes (1)

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Key Figures

Common shares acquired: 43,825 shares Deferred units converted: 43,830.3114 units Transaction price per share: $141.53/share +3 more

6 metrics

Common shares acquired 43,825 shares Shares received from conversion of deferred units on April 28, 2026

Deferred units converted 43,830.3114 units Deferred Stock Units and Dividend Equivalent Units under NQDC Plan

Transaction price per share $141.53/share Price listed for common stock received in the Form 4

Direct holdings after conversion 43,825 shares Total Prologis common stock held directly following the transaction

Katherine Ashley Lyons Trust holdings 1,000 shares Indirect Prologis common stock held via trust

The Lyons Family Trust (CP) holdings 22,431 shares Indirect Prologis common stock held via family trust

Key Terms

Deferred Stock Units, Dividend Equivalent Units, Nonqualified Deferred Compensation Plan, derivative security

4 terms

Deferred Stock Units financial

"Conversion of Deferred Stock Units (DSUs) and Dividend Equivalent Units (DEUs) that were deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Dividend Equivalent Units financial

"Conversion of Deferred Stock Units (DSUs) and Dividend Equivalent Units (DEUs) that were deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan"

Nonqualified Deferred Compensation Plan financial

"Deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan)"

derivative security financial

"Conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Form 4 Insider Transactions: What Each Field Means →

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

X

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^*

LYONS IRVING F III

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	04/28/2026	04/28/2026	C		43,825	A	$141.53	43,825	D
Common Stock								22,431	I	The Lyons Family Trust (CP)
Common Stock								1,000	I	Katherine Ashley Lyons Trust

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
Deferred Stock Units and Dividend Equivalent Units-NQDC	$0(1)	04/28/2026	04/28/2026	M			43,830.3114	(1)	(1)	Common Stock	43,830.3114	$0(1)	0	D

Explanation of Responses:

1. 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). Mr. Lyons retired from our board on April 28, 2026. The DSUs and DEUs convert into Prologis common stock on a 1-for1 basis, and have no exercise price or expiration date. The difference in shares represents cummulative fractional shares which have been converted to a cash payout.

	/s/ Tammy Colvocoresses, Attorney-in-Fact for Irving F. Lyons III	04/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Irving F. Lyons III report in his latest Form 4 for Prologis (PLD)?

He reported a conversion of deferred stock units and dividend equivalent units into Prologis common stock, not an open-market trade. The filing shows 43,830.3114 units converting into 43,825 common shares, with any small fractional difference paid out in cash.

How many Prologis (PLD) shares did Lyons acquire through the deferred unit conversion?

Lyons acquired 43,825 shares of Prologis common stock through the conversion. These shares came from 43,830.3114 Deferred Stock Units and Dividend Equivalent Units accrued under the Nonqualified Deferred Compensation Plan and converted on a 1-for-1 basis into common stock.

Was Irving F. Lyons III’s Prologis (PLD) Form 4 a market buy or sell?

The Form 4 did not report any open-market buys or sells. Instead, it disclosed a conversion of deferred compensation units into common shares, a routine, non-cash event associated with the company’s Nonqualified Deferred Compensation Plan and his retirement from the board.

What indirect Prologis (PLD) holdings does Lyons report in trusts?

Lyons reports indirect ownership of Prologis common stock through two trusts. The filing lists 1,000 shares held by the Katherine Ashley Lyons Trust and 22,431 shares held by The Lyons Family Trust (CP), both categorized as indirect ownership interests.

What is the role of the Nonqualified Deferred Compensation Plan in this Prologis (PLD) filing?

The Nonqualified Deferred Compensation Plan allowed Lyons to defer compensation into Deferred Stock Units and Dividend Equivalent Units. Upon his retirement from the board, these units converted into Prologis common stock on a 1-for-1 basis with no exercise price or expiration date.

What transaction price per share is shown in the Prologis (PLD) Form 4?

The Form 4 lists a transaction price of $141.53 per share for the Prologis common stock received. This price is associated with the 43,825 common shares shown after the conversion of Deferred Stock Units and Dividend Equivalent Units into common stock.