Prologis (PLD) director Modjtabai adds 51.1275 dividend units

Rhea-AI Filing Summary

Prologis, Inc. director Avid Modjtabai reported an equity-based compensation update tied to service on the company’s board. On 12/31/2025, the director acquired 51.1275 Dividend Equivalent Units (DEUs) under the Prologis Nonqualified Deferred Compensation Plan, at a stated conversion price of $0 per unit.

The DEUs were earned on existing Deferred Stock Units (DSUs) and accrue based on the Prologis common stock dividend rate when dividends are paid. Both DSUs and related DEUs vest 100% on the earlier of the first anniversary of the grant date or the first annual stockholder meeting after the grant date. They are settled in Prologis common stock at one share per DSU or DEU. After this transaction, the director beneficially owned 6,513.4405 DSUs and DEUs in total.

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).

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^*

Modjtabai Avid

(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)
12/31/2025

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)	12/31/2025	12/31/2025	A		51.1275		(1)	(1)	Common Stock	51.1275	$0(1)	6,513.4405	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 Avid Modjtabai	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Prologis (PLD) report for Avid Modjtabai?

The company reported that director Avid Modjtabai acquired 51.1275 Dividend Equivalent Units (DEUs) on 12/31/2025 under the Prologis Nonqualified Deferred Compensation Plan.

What are Dividend Equivalent Units (DEUs) in Prologis (PLD) equity awards?

Dividend Equivalent Units (DEUs) are credits earned on Deferred Stock Units (DSUs) that accrue at the Prologis common stock dividend rate when dividends are paid. They are paid out in Prologis common stock at one share per DEU.

How many deferred units does the Prologis (PLD) director hold after this transaction?

Following the reported transaction, the director beneficially owned a total of 6,513.4405 Deferred Stock Units and Dividend Equivalent Units combined.

When do Prologis (PLD) DSUs and DEUs for directors vest?

The DSUs and related DEUs vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of Prologis stockholders after the grant date, which generally occurs in May each year.

How are Prologis (PLD) DSUs and DEUs ultimately paid to the director?

The DSUs and DEUs are paid in the form of Prologis common stock at the rate of one share of common stock for each DSU or DEU, in accordance with the nonqualified deferred compensation plan elections.

What is the relationship of Avid Modjtabai to Prologis (PLD)?

Avid Modjtabai is identified as a director of Prologis, Inc. in the reported insider ownership details.