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Prologis (PLD) director Fotiades receives dividend-equivalent and phantom unit awards

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

Rhea-AI Filing Summary

Prologis director George L. Fotiades reported routine compensation-related acquisitions of dividend equivalent units and phantom units tied to Prologis common stock. On June 30, 2026, he received several awards that accrue based on the Prologis dividend rate rather than through open-market transactions.

The awards included 230.7999 dividend equivalent units on pre-merger deferred stock units, 121.8500 dividend equivalent units on current deferred stock units under the Nonqualified Deferred Compensation Plan, 362.8551 dividend equivalent units on nonqualified deferred compensation phantom shares, and 184.9921 dividend equivalent units on pre-merger phantom shares.

These units vest as described in the plan footnotes and are ultimately paid in Prologis common stock at one share per unit, generally deferred while he serves as a director or according to his deferral elections. The filing shows no open-market buying or selling, only grant and accrual activity.

Positive

  • None.

Negative

  • None.
Insider FOTIADES GEORGE L
Role null
Type Security Shares Price Value
Grant/Award Dividend Equivalent Units (Pre-Merger) 184.992 $0.00 --
Grant/Award Dividend Equivalent Units - NQDC 362.855 $0.00 --
Grant/Award Dividend Equivalent Units (Phantom) - NQDC 121.85 $0.00 --
Grant/Award Dividend Equivalent Units (Pre-Merger Phantom) 230.8 $0.00 --
Holdings After Transaction: Dividend Equivalent Units (Pre-Merger) — 23,606.379 shares (Direct, null); Dividend Equivalent Units - NQDC — 47,977.375 shares (Direct, null); Dividend Equivalent Units (Phantom) - NQDC — 15,548.972 shares (Direct, null); Dividend Equivalent Units (Pre-Merger Phantom) — 29,451.771 shares (Direct, null)
Footnotes (1)
  1. Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs) associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred, as are the underlying DSUs, during the period the reporting person serves as a director. 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. Represents DEUs earned on 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. Represents DEUs earned on director fees that the reporting person has elected to defer into phantom shares under the NQDC Plan. These phantom shares are vested upon issuance and accrue DEUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. Phantom shares and DEUs are paid in the form of Prologis common stock at the rate of one common share per phantom share or DEU in accordance with the deferral election made by the reporting person, or upon termination of service. Balance in column 9 includes phantom shares and DEUs. Represents DEUs earned on phantom shares associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. DEUs accrue on outstanding phantom shares at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred in accordance with the deferral election made by the reporting person applicable to the underlying phantom shares. Phantom shares and DEUs are paid in the form of Prologis common stock at the rate of one common share per Phantom share or DEU. Balance in column 9 includes phantom shares and DEUs.
Dividend equivalent units (pre-merger DSUs) 230.7999 units Grant/award acquisition on June 30, 2026
Dividend equivalent units (current DSUs under NQDC) 121.8500 units Grant/award acquisition on June 30, 2026
Dividend equivalent units (NQDC phantom shares) 362.8551 units Grant/award acquisition on June 30, 2026
Dividend equivalent units (pre-merger phantom) 184.9921 units Grant/award acquisition on June 30, 2026
Balance after transaction (pre-merger DSUs/DEUs) 29,451.7705 units Total derivative balance following June 30, 2026 transaction
Balance after transaction (NQDC phantom DEUs) 47,977.3746 units Total derivative balance following June 30, 2026 transaction
Dividend Equivalent Units financial
"Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs) associated with previous service on the board of ProLogis"
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
Deferred Stock Units financial
"Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs) associated with previous service on the board"
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.
Nonqualified Deferred Compensation Plan financial
"deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan)"
A nonqualified deferred compensation plan is an arrangement where an employer lets select employees postpone receiving part of their pay or bonuses until a future date, often at retirement, so taxes are paid later. It matters to investors because these payouts are typically unsecured promises by the company—like an internal IOU—so they create future cash obligations and expose the company to extra liability risk if the business falters, and they also reveal how executives are being paid and motivated.
phantom shares financial
"director fees that the reporting person has elected to defer into phantom shares under the NQDC Plan"
Phantom shares are a form of employee or executive compensation that mimics the economic value of owning company stock without actually issuing real shares; holders receive cash or equivalent payments tied to the company’s share price or dividends. Think of it like a receipt that pays out if the stock rises — it aligns managers’ interests with shareholders but does not dilute ownership, while creating a future cash obligation that investors should watch as it can affect company cash flow and valuation.
Deferred compensation financial
"The receipt of such DEUs is deferred along with the underlying DSUs"
Deferred compensation is pay that employees or executives have earned now but will receive at a later date, such as delayed bonuses, retirement benefits, or stock grants. It matters to investors because it creates future obligations and shapes incentives—like a promise to pay later that can affect a company’s reported profits, cash needs and potential stock dilution—so it helps signal how a business manages costs and retains key people.
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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*
FOTIADES GEORGE L

(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)
06/30/2026
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
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
Dividend Equivalent Units (Pre-Merger)(1)06/30/202606/30/2026A184.9921 (1) (1)Common Stock184.9921(1)23,606.3785D
Dividend Equivalent Units - NQDC(2)06/30/202606/30/2026A362.8551 (2) (2)Common Stock362.8551(2)47,977.3746D
Dividend Equivalent Units (Phantom) - NQDC(3)06/30/202606/30/2026A121.85 (3) (3)Common Stock121.85(3)15,548.9716D
Dividend Equivalent Units (Pre-Merger Phantom)(4)06/30/202606/30/2026A230.7999 (4) (4)Common Stock230.7999(4)29,451.7705D
Explanation of Responses:
1. Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs) associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred, as are the underlying DSUs, during the period the reporting person serves as a director. 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.
2. Represents DEUs earned on 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.
3. Represents DEUs earned on director fees that the reporting person has elected to defer into phantom shares under the NQDC Plan. These phantom shares are vested upon issuance and accrue DEUs at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. Phantom shares and DEUs are paid in the form of Prologis common stock at the rate of one common share per phantom share or DEU in accordance with the deferral election made by the reporting person, or upon termination of service. Balance in column 9 includes phantom shares and DEUs.
4. Represents DEUs earned on phantom shares associated with previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011. DEUs accrue on outstanding phantom shares at the Prologis common stock dividend rate at the time dividends are paid on Prologis common stock. DEUs vest upon issuance and the receipt of such DEUs is deferred in accordance with the deferral election made by the reporting person applicable to the underlying phantom shares. Phantom shares and DEUs are paid in the form of Prologis common stock at the rate of one common share per Phantom share or DEU. Balance in column 9 includes phantom shares and DEUs.
/s/ Tammy Colvocoresses, Attorney-In-Fact for George L. Fotiades07/02/2026
** 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 George L. Fotiades report?

George L. Fotiades reported grant-type acquisitions of dividend equivalent units and phantom units on June 30, 2026. These awards are compensation-related accruals tied to Prologis common stock dividends, not open-market purchases or sales of Prologis shares.

How many dividend equivalent units did George L. Fotiades acquire in this Prologis (PLD) Form 4?

He acquired several grants: 230.7999 pre-merger dividend equivalent units, 121.8500 units on current deferred stock units, 362.8551 units on NQDC phantom shares, and 184.9921 units on pre-merger phantom shares, all tied to Prologis common stock dividends.

Are George L. Fotiades’ reported Prologis (PLD) transactions open-market trades?

No, the Form 4 shows only grant or award acquisitions coded as “A.” These are dividend equivalent units and phantom units accruing under deferred compensation arrangements, not open-market buying or selling of Prologis common stock by the director.

How are the Prologis (PLD) dividend equivalent units and phantom shares paid to George L. Fotiades?

According to the footnotes, deferred stock units, phantom shares, and related dividend equivalent units are paid in Prologis common stock at a rate of one share per unit, generally following vesting and in line with the director’s deferral elections or service termination.

What plans govern George L. Fotiades’ deferred and phantom units at Prologis (PLD)?

The units relate to prior ProLogis board service and the Prologis, Inc. Nonqualified Deferred Compensation Plan. Deferred stock units and phantom shares under these arrangements accrue dividend equivalent units at the Prologis common stock dividend rate when dividends are paid.

Do these Prologis (PLD) Form 4 awards vest immediately for George L. Fotiades?

Some dividend equivalent units and phantom shares vest upon issuance, while others vest 100% on the earlier of the first anniversary of the grant date or the first Prologis annual stockholder meeting after grant, as described in the footnotes.