Prologis Insider Filing Shows Routine Dividend-Unit Accrual

Rhea-AI Filing Summary

Form 4 filing for Prologis, Inc. (PLD) reports a routine, non-cash insider transaction by director Lydia H. Kennard on 06/30/2025.

• Security type: Dividend Equivalent Units (DEUs) linked to Deferred Stock Units earned for board service under the company’s Non-Qualified Deferred Compensation Plan.
• Quantity acquired: 60.9619 DEUs at an effective price of $0, reflecting stock-settled dividend accruals rather than an open-market purchase.
• Total derivative holdings after acquisition: 6,405.8173 DEUs/DSUs, held directly; each unit converts to one share of Prologis common stock upon distribution.
• DEUs & DSUs vest 100% on the earlier of one year from grant or the next annual shareholder meeting; payment is deferred until distribution per plan elections.

No shares were sold, and the transaction does not involve cash consideration or signal a change in ownership strategy. It is a standard administrative accrual that has minimal financial impact on Prologis or its share float.

Insights

Senior Equity Analyst

TL;DR: Routine dividend-equivalent accrual; insignificant to valuation, neutral signal.

The filing documents automatic crediting of 60.96 DEUs to Director Kennard’s deferred compensation account. Because the units arise from the board’s standard dividend policy and carry no purchase cost, the action neither injects new capital nor reflects discretionary buying. The post-transaction balance of 6,405.8 units is modest versus Prologis’ 924 million diluted shares outstanding. From an investor’s perspective, the event is non-impactful; it neither alters insider sentiment nor affects supply-demand dynamics. I assign a neutral rating.

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^*

KENNARD LYDIA H

(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		60.9619		(1)	(1)	Common Stock	60.9619	$0(1)	6,405.8173	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 Lydia H. Kennard	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.
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 did Prologis (PLD) report in this Form 4 filing?

Director Lydia H. Kennard received 60.9619 dividend-equivalent units on 06/30/2025 under the company’s deferred compensation plan.

Were any Prologis shares sold in the reported transaction?

No. The transaction only involved the acquisition of dividend-equivalent units; no shares or units were disposed of.

How many derivative units does Director Kennard now hold?

Following the accrual, she beneficially owns 6,405.8173 deferred stock or dividend-equivalent units, held directly.

Does the transaction involve cash consideration?

No. DEUs are booked at $0 cost because they mirror cash dividends already declared on Prologis common stock.

When do the DEUs and underlying DSUs vest?

They vest 100% on the earlier of one year after grant or the next annual shareholder meeting and are payable in common stock.