PLD Form 4: Director credited with DEUs and updated holdings

Rhea-AI Filing Summary

Prologis director George L. Fotiades reported acquisitions of Dividend Equivalent Units (DEUs) tied to deferred equity on 09/30/2025. The filing lists four DEU additions: 201.5187, 395.0936, 132.7357, and 251.4187, each paid in Prologis common stock when settled. Column balances after the transactions show holdings of 23,050.9415, 45,193.2325, 15,183.1181, and 28,758.7965 respectively. The entries reflect DEUs earned on previously held Deferred Stock Units (DSUs) and phantom shares under the company’s Nonqualified Deferred Compensation Plan; DEUs vest and are paid in shares per the plan terms. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Fotiades on 10/02/2025.

Positive

• DEUs were credited on 09/30/2025, updating insider holdings in Prologis common stock
• DEUs and underlying DSUs/phantom shares are payable 1:1 in common stock, clarifying settlement mechanics
• Vesting rules are specified (e.g., earlier of first anniversary or first annual meeting) for NQDC Plan awards

Negative

• None.

Insights

Corporate Governance Analyst

Director reported non-cash compensation in the form of DEUs on 09/30/2025.

The Form 4 discloses four DEU acquisitions tied to deferred compensation and past board service, totaling multiple incremental share credits on 09/30/2025. These units are non‑cash, accrue at the company’s dividend rate, and are payable in Prologis common stock per the NQDC Plan.

This matters because these entries update beneficial ownership records and reflect routine director compensation mechanics rather than open‑market trading.

Equity Compensation Specialist

Transactions are vesting/payment mechanics for DSUs/phantom shares, not exercised options or market purchases.

The filing explicitly describes DEUs that "vest upon issuance" or per plan vesting schedules and that DEUs and DSUs/phantom shares are paid at a rate of one common share per unit. Reported post‑transaction balances (e.g., 45,193.2325) aggregate the underlying deferred instruments.

For investors, these are administrative equity accruals reflecting deferred board pay; they do not represent cash flows or open‑market acquisitions.

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).

1. Name and Address of Reporting Person^*

FOTIADES GEORGE L

(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)
09/30/2025

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	(1)	09/30/2025	09/30/2025	A		201.5187		(1)	(1)	Common Stock	201.5187	(1)	23,050.9415	D
Dividend Equivalent Units - NQDC	(2)	09/30/2025	09/30/2025	A		395.0936		(2)	(2)	Common Stock	395.0936	(2)	45,193.2325	D
Dividend Equivalent Units - NQDC	(3)	09/30/2025	09/30/2025	A		132.7357		(3)	(3)	Common Stock	132.7357	(3)	15,183.1181	D
Dividend Equivalent Units	(4)	09/30/2025	09/30/2025	A		251.4187		(4)	(4)	Common Stock	251.4187	(4)	28,758.7965	D

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. Fotiades	10/02/2025
	** 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 did Prologis director George L. Fotiades report on Form 4 (PLD)?

He reported four acquisitions of Dividend Equivalent Units (DEUs) on 09/30/2025 of 201.5187, 395.0936, 132.7357, and 251.4187 units, recorded as deferred equity.

Do the Form 4 entries represent open‑market stock purchases for PLD?

No. The filing states these are DEUs earned on DSUs and phantom shares under deferred compensation plans, paid in common stock when settled.

How are DEUs settled according to the filing?

DEUs and underlying DSUs/phantom shares are paid in the form of Prologis common stock at a rate of one common share per DSU or DEU.

What were the reported post‑transaction balances shown in the Form 4?

The filing lists post‑transaction balances of 23,050.9415, 45,193.2325, 15,183.1181, and 28,758.7965 for the respective entries.

When was the Form 4 signed on behalf of Mr. Fotiades?

The Form 4 was signed by Tammy Colvocoresses, Attorney‑in‑Fact for George L. Fotiades, on 10/02/2025.