PLD Form 4: Director Adds 20.257 DEUs, Holdings 2,317.1154 Shares

Rhea-AI Filing Summary

Sarah A. Slusser, a Director of Prologis, Inc. (PLD), received 20.257 dividend equivalent units (DEUs) on 09/30/2025 related to deferred stock units (DSUs) earned for board service. The DEUs and underlying DSUs vest fully on the earlier of the first anniversary of the grant or the first annual meeting after the grant and are deferred for payment in Prologis common stock at a rate of one share per DSU/DEU. After this transaction the reporting person beneficially owns 2,317.1154 shares (including DSUs and DEUs) in a direct ownership form. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Slusser on 10/02/2025.

Positive

• 20.257 DEUs were credited to the director on 09/30/2025
• Post-transaction beneficial ownership totals 2,317.1154 shares (includes DSUs and DEUs)
• DEUs and DSUs vest 100% by the earlier of the first anniversary or the next annual meeting and convert to common stock one-for-one

Negative

• None.

Insights

Corporate Governance Expert

Director received DEUs that convert to stock; holdings now total 2,317.1154 shares.

The filing shows a routine equity accrual: 20.257 DEUs were recorded on 09/30/2025 and are tied to existing DSUs under the company's Nonqualified Deferred Compensation Plan. These units vest according to a standard schedule (first anniversary or next annual meeting) and convert to common stock at a one-for-one rate.

This is a non-cash, compensation-related transfer rather than an open-market purchase or sale, so it reflects director compensation mechanics rather than active trading.

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).

1. Name and Address of Reporting Person^*

Slusser Sarah A

(Last) (First) (Middle)

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)
09/30/2025

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)	09/30/2025	09/30/2025	A		20.257		(1)	(1)	Common Stock	20.257	$0.00(1)	2,317.1154	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 Sarah A. Slusser	10/02/2025
	** 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 transaction did Sarah A. Slusser report on Form 4 for PLD?

The Form 4 reports receipt of 20.257 dividend equivalent units (DEUs) on 09/30/2025 related to deferred stock units (DSUs).

How many Prologis shares does the reporting person own after the transaction?

The filing shows beneficial ownership of 2,317.1154 shares following the reported transaction.

When do the DEUs and DSUs vest and how are they paid?

DEUs and underlying DSUs vest 100% on the earlier of the first anniversary of the grant or the first annual meeting after the grant and are paid in Prologis common stock at a rate of one share per DSU/DEU.

Was this Form 4 signed by the reporting person?

The Form 4 was signed by Tammy Colvocoresses, Attorney-in-Fact for Sarah A. Slusser on 10/02/2025.

Is the DEU receipt a market purchase or sale?

No. The DEUs are compensation-related units credited under the company's NQDC Plan, not an open-market purchase or sale.