PLD Insider Filing: Director Bita Boosts Deferred Stake to 18K Units

Rhea-AI Filing Summary

Prologis, Inc. (PLD) – Form 4 insider transaction

Director Cristina Gabriela Bita reported automatic acquisitions on 30 June 2025 tied to the company’s Non-Qualified Deferred Compensation (NQDC) Plan. No open-market cash was exchanged; the units represent deferred board fees and dividend equivalents that convert 1-for-1 into common shares upon distribution.

• Dividend Equivalent Units: 76.5071 units added; post-transaction balance 8,039.2914 units.
• Additional DEUs (fee deferral): 69.5649 units added; post-transaction balance 4,930.2007 units.
• Phantom Shares (fee deferral): 285 units added; post-transaction balance 5,215.2007 units.

Total units acquired: 431.07; total deferred holdings: approx. 18,184 units (all direct ownership within the plan). All instruments carry a stated price of $0.00 because they are issued in lieu of cash compensation and dividends.

The filing reflects routine compensation-related accruals and does not involve market purchases or sales of Prologis common stock.

Positive

• Director equity alignment: Additional phantom shares and DEUs marginally increase the director’s long-term exposure to PLD stock, reinforcing incentive alignment.

Negative

• None.

Insights

Financial Analyst

TL;DR Routine deferred-comp accrual; negligible dollar value, neutral valuation impact.

The director’s 431-unit increase is immaterial against Prologis’ ~1 billion outstanding shares and involves no cash outlay. Because the units stem from board-fee deferrals and dividend equivalents, they do not signal an active insider buy decision, nor do they affect liquidity, leverage, or earnings. As such, the event is informational only and carries no valuation consequence for PLD.

Corporate Governance Specialist

TL;DR Standard board compensation mechanics; governance practices remain intact.

The NQDC Plan aligns directors with shareholders by converting fees into equity exposure, reinforcing long-term incentives. The disclosure complies with Section 16 reporting rules and shows transparent tracking of cumulative phantom share balances. No red flags emerge regarding trading windows, Rule 10b5-1 usage, or potential conflicts. Impact on governance risk score: neutral.

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

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^*

BITA CRISTINA GABRIELA

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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)	06/30/2025	06/30/2025	A		76.5071		(1)	(1)	Common Stock	76.5071	$0(1)	8,039.2914	D
Dividend Equivalent Units - NQDC	$0(2)	06/30/2025	06/30/2025	A		69.5649		(2)	(2)	Common Stock	69.5649	$0(2)	4,930.2007	D
Phantom Shares - NQDC	$0(3)	06/30/2025	06/30/2025	A		285		(3)	(3)	Common Stock	285	$0(3)	5,215.2007	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.

2. 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.

3. Represents 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.

	/s/ Tammy Colvocoresses Attorney-In-Fact for Cristina G. Bita	07/02/2025
	** 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.
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FAQ

How many Prologis (PLD) units did Director Cristina G. Bita acquire?

Approximately 431.07 derivative units (DEUs and phantom shares) were added on 30 Jun 2025.

Were these Prologis shares bought on the open market?

No. They were issued under the NQDC Plan as deferred fees and dividend equivalents at a stated price of $0.00.

What is the director’s total deferred holding after the transaction?

She now holds about 18,184 derivative units convertible 1-for-1 into PLD common stock.

Do Dividend Equivalent Units (DEUs) in this filing pay dividends?

DEUs accrue at the same Prologis dividend rate; they convert to common shares when distributed.

Does this Form 4 signal Prologis insider confidence?

The filing reflects routine compensation deferrals rather than discretionary insider purchases, so confidence inference is limited.