Prologis (NYSE: PLD) CFO receives LTIP grants and bonus in units

Rhea-AI Filing Summary

Prologis, Inc. reported new long-term incentive awards for its Chief Financial Officer, Timothy D. Arndt. On 01/20/2026, he received 8,133 LTIP Units of Prologis, L.P. at a price of $0.01 per unit, which vest 25% each year over four years, subject to continued employment, under the 2020 Long-Term Incentive Plan.

On the same date, he was also granted 10,301 LTIP Units issued in exchange for his cash bonus at the same value as the cash bonus, vesting 100% on the issuance date under the same plan. Following these grants, he beneficially owned 290,242 LTIP Units on a direct basis. Once vested and subject to tax allocation conditions, each LTIP Unit can be converted into a Common Unit of Prologis, L.P., which may then be redeemed for cash equal to the fair market value of one share of Prologis common stock, or, at the company’s election, for one share of common stock, with no stated expiration.

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

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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^*

Arndt Timothy D

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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
LTIP Units(1)	$0.00	01/20/2026		A		8,133		(2)	(2)	Common Stock	8,133	$0.01	279,941	D
LTIP Units(3)	$0.00	01/20/2026		A		10,301		(2)	(2)	Common Stock	10,301	$0.01	290,242	D

Explanation of Responses:

1. Represents LTIP Units of Prologis, L.P. (the "LTIP Units") which vest 25% each year for four years subject to continued employment. The LTIP Units were issued to the reporting person pursuant to the Prologis, Inc. 2020 Long-Term Incentive Plan (the "2020 LTIP").

2. 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.

3. Represents LTIP Units that were issued in exchange for the executive's cash bonus at the same value as the cash bonus. The LTIP Units vest 100% on issuance date. The LTIP Units were issued to the reporting person pursuant to the 2020 LTIP.

	/s/ Tammy Colvocoresses Attorney-In-Fact for Timothy D. Arndt	01/22/2026
	** 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) disclose for its CFO?

Prologis reported that Chief Financial Officer Timothy D. Arndt received new LTIP Units of Prologis, L.P. on 01/20/2026 under the company’s 2020 Long-Term Incentive Plan.

How many LTIP Units did the Prologis (PLD) CFO receive on January 20, 2026?

On 01/20/2026, the CFO received two LTIP Unit grants: one for 8,133 LTIP Units and another for 10,301 LTIP Units, both at a price of $0.01 per unit.

What are the vesting terms of the new LTIP Units granted to the Prologis CFO?

The 8,133 LTIP Units vest 25% each year for four years, subject to continued employment. The 10,301 LTIP Units granted in exchange for the executive’s cash bonus vest 100% on the issuance date.

What was the purpose of the 10,301 LTIP Units issued to the Prologis CFO?

The 10,301 LTIP Units were issued in exchange for the executive’s cash bonus at the same value as the cash bonus, under the Prologis, Inc. 2020 Long-Term Incentive Plan.

How many LTIP Units does the Prologis CFO beneficially own after these grants?

After the reported transactions, the CFO beneficially owned 290,242 LTIP Units on a direct basis, as shown in the derivative securities table.

Can the Prologis CFO’s LTIP Units be converted into common stock?

Once vested and subject to certain tax allocation conditions, each LTIP Unit may be converted into a Common Unit of Prologis, L.P. Each Common Unit can be redeemed for cash equal to the fair market value of one share of Prologis common stock, or, at the company’s election, for one share of common stock. These conversion and redemption rights have no expiration dates.