Hamid Moghadam (NYSE: PLD) gifts 4.0M Prologis shares to family trusts

Rhea-AI Filing Summary

Prologis, Inc. director Hamid Moghadam reported bona fide gifts involving 4,001,784 LTIP Units and shares of common stock. The transactions are coded as gifts, not market purchases or sales.

LTIP Units tied to common stock were transferred between Moghadam, a limited liability company he manages, and family trusts, including a 2021 trust for his children. Common stock was also moved from the LLC to a trust, leaving 1,019,089 shares held indirectly in that trust, while 925,407 shares are held in a rabbi trust under nonqualified deferred compensation plans and 131,775 shares in another trust. Following these moves, he continues to hold LTIP Units indirectly convertible into 18,233 underlying shares of common stock.

Insider Trade Summary

4,001,784 shares gifted

Mixed 9 txns

Insider Moghadam Hamid

Role Director

Type	Security	Shares	Price	Value
Gift	LTIP Units	852,817	$0.01	$9K
Gift	LTIP Units	128,986	$0.01	$1K
Gift	LTIP Units	852,817	$0.01	$9K
Gift	LTIP Units	128,986	$0.01	$1K
Gift	Common Stock	1,019,089	$0.00	--
Gift	Common Stock	1,019,089	$0.00	--
holding	LTIP Units	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: LTIP Units — 479,926 shares (Direct); LTIP Units — 2,559,802 shares (Indirect, By LLC); Common Stock — 0 shares (Indirect, By LLC)

Footnotes (1)

1. The common stock held by the LLC prior to the transactions reported herein reflect a transfer of 1,019,089 shares of common stock previously reported as held by the LLC to its sole member, a trust for the benefit of the reporting person's children and for which the reporting person has investment control (the "2021 Trust"). The transfer of common stock to the 2021 Trust effected a change in form of ownership without changing the reporting person's pecuniary interest. Held indirectly through a rabbi trust pursuant to our nonqualified deferred compensation plans. Held indirectly in a trust with the reporting person as trustee. 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. Represents LTIP Units transferred to a Limited Liability Company (LLC) where the reporting person is the manager. Represents LTIP Units held indirectly in the 2021 Trust, which were previously reported as held indirectly in a trust FBO the reporting person with the reporting person and his spouse as sole trustees.

Key Figures

Total gifted units and shares: 4,001,784 units/shares Common stock moved to 2021 Trust: 1,019,089 shares Rabbi trust common stock: 925,407 shares +4 more

7 metrics

Total gifted units and shares 4,001,784 units/shares Aggregate bona fide gifts reported in this Form 4

Common stock moved to 2021 Trust 1,019,089 shares Transfer from LLC to 2021 Trust for children, no pecuniary change

Rabbi trust common stock 925,407 shares Held indirectly via rabbi trust under nonqualified deferred compensation plans

Trust common stock holding 131,775 shares Common stock held indirectly in a trust with Moghadam as trustee

Remaining LTIP Units underlying shares 18,233 shares Underlying Prologis common stock from remaining LTIP Units held indirectly

Gifted LTIP Units block 852,817 LTIP Units Single LTIP Units transfer coded as bona fide gift on 2026-03-31

Gifted common stock block 1,019,089 shares Common stock gift transfer between LLC and trust on 2026-03-26

Key Terms

LTIP Units, rabbi trust, nonqualified deferred compensation plans, Common Unit, +1 more

5 terms

LTIP Units financial

"Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes"

LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.

rabbi trust financial

"Held indirectly through a rabbi trust pursuant to our nonqualified deferred compensation plans."

A rabbi trust is a special account a company sets up to hold promised future pay for executives, like bonus or retirement money, so those employees can see there are funds earmarked for them. It matters to investors because it signals the company’s commitment to keep key people, but the money is still part of the company’s assets and can be claimed by creditors if the company goes bankrupt—think of it as a labeled jar that isn’t completely off-limits.

nonqualified deferred compensation plans financial

"Held indirectly through a rabbi trust pursuant to our nonqualified deferred compensation plans."

Common Unit financial

"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")."

A common unit is a single piece of ownership in a company, fund, or trust—similar to an ordinary share but often used for pooled vehicles or listings where securities are packaged or governed differently. It matters to investors because each unit represents a claim on profits and, commonly, voting power; like holding a seat at a table, the number of units you own affects your share of returns and influence, and unit structures can also affect liquidity and tax treatment.

bona fide gift financial

"transaction_code_description": "Bona fide gift""

Form 4 Insider Transactions: What Each Field Means →

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^*

Moghadam Hamid

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/26/2026		G	V	1,019,089	D	$0	0	I	By LLC
Common Stock	03/26/2026		G	V	1,019,089	A	$0	1,019,089	I	By Trust(1)
Common Stock								925,407	I	By Rabbi Trust(2)
Common Stock								131,775	I	By Trust(3)

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	(4)	03/31/2026		G	V		852,817	(4)	(4)	Common Stock	852,817	$0.01	479,926	D
LTIP Units	(4)	03/31/2026		G	V		128,986	(4)	(4)	Common Stock	128,986	$0.01	350,940	D
LTIP Units	(4)	03/31/2026		G	V	852,817		(4)	(4)	Common Stock	852,817	$0.01	2,559,802	I	By LLC(5)
LTIP Units	(4)	03/31/2026		G	V	128,986		(4)	(4)	Common Stock	128,986	$0.01	2,688,788	I	By LLC(5)
LTIP Units	(4)							(4)	(4)	Common Stock	18,233		18,233	I	By Trust(6)

Explanation of Responses:

1. The common stock held by the LLC prior to the transactions reported herein reflect a transfer of 1,019,089 shares of common stock previously reported as held by the LLC to its sole member, a trust for the benefit of the reporting person's children and for which the reporting person has investment control (the "2021 Trust"). The transfer of common stock to the 2021 Trust effected a change in form of ownership without changing the reporting person's pecuniary interest.

2. Held indirectly through a rabbi trust pursuant to our nonqualified deferred compensation plans.

3. Held indirectly in a trust with the reporting person as trustee.

4. 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.

5. Represents LTIP Units transferred to a Limited Liability Company (LLC) where the reporting person is the manager.

6. Represents LTIP Units held indirectly in the 2021 Trust, which were previously reported as held indirectly in a trust FBO the reporting person with the reporting person and his spouse as sole trustees.

	/s/ Tammy Colvocoresses Attorney-In-Fact for Hamid R. Moghadam	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Hamid Moghadam report in Prologis (PLD) Form 4?

Hamid Moghadam reported bona fide gifts of LTIP Units and common stock totaling 4,001,784 units and shares. These were transfers to and among family-related entities, including an LLC he manages and trusts, rather than open-market purchases or sales.

Were Prologis (PLD) shares bought or sold on the market in this Form 4?

No open-market trades were reported. All entries are coded as G – bona fide gifts, reflecting transfers of LTIP Units and common stock to trusts and an LLC. This indicates non-market reallocations of ownership rather than discretionary buying or selling.

How many Prologis (PLD) units and shares did Hamid Moghadam gift?

The filing shows 4,001,784 LTIP Units and shares treated as gifts. These include large blocks of LTIP Units and common stock moved between a managed LLC and family trusts, changing legal form and location of holdings without indicating cash transactions.

What Prologis (PLD) holdings remain after these reported gifts?

After the reported gifts, Moghadam continues to hold LTIP Units convertible into 18,233 underlying shares indirectly, 1,019,089 common shares via a 2021 Trust, 925,407 shares via a rabbi trust, and 131,775 shares via another trust, all as indirect ownership.

What are LTIP Units in the context of Prologis (PLD)?

Prologis LTIP Units are long-term incentive partnership units. Once vested and meeting tax allocation conditions, they may be converted into common partnership units, which can then be redeemed for cash equal to the fair market value of a Prologis common share or exchanged for one common share.

How do the Prologis (PLD) rabbi trust holdings work for Moghadam?

Some Prologis shares are held indirectly through a rabbi trust under nonqualified deferred compensation plans. This structure holds 925,407 common shares on his behalf, reflecting deferred compensation arrangements rather than regular brokerage holdings.