PLD Insider Filing: James B. Connor Receives DEUs Equal to 6,462.313 Shares

Rhea-AI Filing Summary

James B. Connor, a director of Prologis, Inc. (PLD), reported a transaction dated 09/30/2025 on Form 4 showing receipt of Dividend Equivalent Units (DEUs) related to Deferred Stock Units under the company’s Nonqualified Deferred Compensation Plan. The filing records 56.4957 DEUs (converted at the company dividend rate) and a total beneficial ownership following the transaction of 6,462.313 shares held directly. The DEUs and underlying DSUs vest on the earlier of the first anniversary of the grant or the first annual meeting after the grant and are paid in Prologis common stock at a one-for-one rate. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Positive

• 6,462.313 shares reported beneficially owned following DEU conversion
• Director compensation deferred and paid in stock under established NQDC Plan

Negative

• None.

Insights

Corporate Governance Expert

Director received DEUs converted to 6,462.313 shares; vests on specified schedule.

The Form 4 records that James B. Connor acquired 56.4957 Dividend Equivalent Units on 09/30/2025, which are deferred and paid in common stock. The filing specifies the DEUs and underlying Deferred Stock Units vest on the earlier of the first anniversary of grant or the next annual shareholder meeting.

This is a routine director compensation event under the company’s Nonqualified Deferred Compensation Plan and results in a reported 6,462.313 shares beneficially owned following the transaction. The Form 4 was executed by an attorney-in-fact and dated 10/02/2025.

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
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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).

1. Name and Address of Reporting Person^*

Connor James B.

(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 - NQDC	$0(1)	09/30/2025	09/30/2025	A		56.4957		(1)	(1)	Common Stock	56.4957	$0	6,462.313	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 James B. Connor	10/02/2025
	** 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 the PLD Form 4 filed for James B. Connor report?

The Form 4 reports receipt of 56.4957 Dividend Equivalent Units on 09/30/2025, with total beneficial ownership of 6,462.313 shares following the transaction.

When do the DEUs and underlying DSUs vest for PLD director grants?

They vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of stockholders after the grant date.

How are DEUs and DSUs paid at Prologis (PLD)?

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

What are the transaction and reporting dates on the Form 4 for PLD?

The transaction date is 09/30/2025 and the Form 4 was signed/reported on 10/02/2025.

What is the reporting person's relationship to Prologis in this filing?

The reporting person, James B. Connor, is identified as a Director of Prologis.