Prologis (PLD) CAO Lori Palazzolo receives new LTIP unit awards

Rhea-AI Filing Summary

Prologis, Inc. chief accounting officer Lori A. Palazzolo reported new equity awards in the form of LTIP Units. On January 20, 2026, she was granted 1,528 LTIP Units at $0.01 per unit, which vest 25% each year over four years, subject to continued employment under the company’s 2020 Long-Term Incentive Plan.

On the same date she received an additional 3,822 LTIP Units at $0.01 per unit, which vest 80% on January 20, 2027 and 10% on each of January 20, 2028 and January 20, 2029, also subject to continued employment. Each vested LTIP Unit can be converted into a partnership Common Unit and then redeemed for either cash equal to the fair market value of a Prologis common share or, at the company’s election, one share of common stock, with no stated expiration. The filing also notes 239.698 shares of common stock held indirectly through the company’s 401(k) plan as of December 31, 2025.

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

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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^*

Palazzolo Lori A

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer/MD

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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								239.698(1)	I	By 401(k) Plan

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
LTIP Units(2)	$0.00	01/20/2026		A		1,528		(3)	(3)	Common Stock	1,528	$0.01	104,411	D
LTIP Units(4)	$0.00	01/20/2026		A		3,822		(3)	(3)	Common Stock	3,822	$0.01	108,233	D

Explanation of Responses:

1. Represents shares held in the company's 401(k) Plan as of December 31, 2025.

2. Represents LTIP Units of Prologis, L.P. (the "LTIP Units") which vest 25% each year for four years subject to continued employment. The LTIP Units were issued to the reporting person pursuant to the Prologis, Inc. 2020 Long-Term Incentive Plan (the "2020 LTIP").

3. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in Prologis, L.P. (a "Common Unit"). Each Common Unit acquired upon conversion of a vested LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of Common Stock of the Company (the "Common Stock"), except that the Company may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert vested LTIP Units into Common Units and redeem Common Units have no expiration dates.

4. Represents LTIP Units which vest 80% on 1/20/2027 and 10% on each of 1/20/2028, and 1/20/2029, subject to continued employment. The LTIP Units were issued to the reporting person pursuant to the 2020 LTIP.

	/s/ Tammy Colvocoresses Attorney-In-Fact for Lori A. Palazzolo	01/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Prologis (PLD) report for Lori A. Palazzolo?

The filing shows that Lori A. Palazzolo, Prologis’ Chief Accounting Officer/MD, reported grants of new LTIP Units on January 20, 2026, along with her indirect common stock holdings in the company’s 401(k) plan.

How many LTIP Units did Lori A. Palazzolo receive according to this Form 4 for PLD?

On January 20, 2026, she received 1,528 LTIP Units at $0.01 per unit and a separate award of 3,822 LTIP Units at $0.01 per unit, all reported as derivative securities directly owned.

What are the vesting terms of the LTIP Units granted to the Prologis CAO?

One LTIP award vests 25% each year for four years, subject to continued employment. The other vests 80% on January 20, 2027 and 10% on each of January 20, 2028 and January 20, 2029, also subject to continued employment.

How can the LTIP Units reported by Prologis’ CAO be settled?

Once vested and subject to tax allocation conditions, each LTIP Unit may be converted into a Common Unit of Prologis, L.P. Each Common Unit can then be redeemed for cash equal to the fair market value of a Prologis common share, or the company may instead deliver one share of common stock per unit, with no expiration date on these conversion and redemption rights.

What common stock holdings for Lori A. Palazzolo are disclosed in this PLD Form 4?

The report lists 239.698 shares of Prologis common stock held indirectly through the company’s 401(k) Plan as of December 31, 2025, separate from her LTIP Unit awards.

Under which plan were Lori A. Palazzolo’s LTIP Units granted at Prologis?

The LTIP Units were issued under the Prologis, Inc. 2020 Long-Term Incentive Plan, which governs the vesting schedules and the conditions for converting LTIP Units into partnership units and ultimately cash or common stock.