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Prologis (PLD) director credited new dividend-equivalent units in NQDC plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Prologis, Inc. director Irving F. Lyons III reported acquiring additional Dividend Equivalent Units (DEUs) tied to previously granted Deferred Stock Units (DSUs). On March 31, 2026, he was credited with 86.6702 DEUs from prior board service and 265.2880 DEUs from current board service under the Nonqualified Deferred Compensation Plan. These DEUs vest under the applicable DSU terms and are deferred while he serves as a director, ultimately payable in Prologis common stock on a one-for-one basis with the DSUs and DEUs. Following these accruals, related DSU/DEU account balances reported in column 9 total 10,793.2776 units in one account and 33,037.0338 units in another.

Positive

  • None.

Negative

  • None.
Insider LYONS IRVING F III
Role Director
Type Security Shares Price Value
Grant/Award Dividend Equivalent Units - NQDC 86.67 $0.00 --
Grant/Award Dividend Equivalent Units - NQDC 265.288 $0.00 --
Holdings After Transaction: Dividend Equivalent Units - NQDC — 10,793.278 shares (Direct)
Footnotes (1)
  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. 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.
DEUs from prior board service 86.6702 units Credited March 31, 2026 on DSUs from earlier ProLogis board
DEUs from current board service 265.2880 units Credited March 31, 2026 under Prologis NQDC Plan
Post-transaction DSU/DEU balance (account 1) 10,793.2776 units Balance reported in column 9 including DSUs and DEUs
Post-transaction DSU/DEU balance (account 2) 33,037.0338 units Balance reported in column 9 including DSUs and DEUs
Transaction count 2 derivative acquisitions Both coded A for grant/award acquisition on March 31, 2026
Dividend Equivalent Units (DEUs) financial
"Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs)..."
Deferred Stock Units (DSUs) financial
"Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs)..."
Deferred stock units (DSUs) are a form of long-term pay that promises an employee or director future company shares or cash equal to the share value at a later date, usually after leaving the company or at a set vesting time. Think of them as a delayed paycheck tied to the stock: they align recipients’ interests with long-term share performance and matter to investors because they create potential future dilution and signal how management is rewarded and incentivized.
Nonqualified Deferred Compensation Plan financial
"deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan)."
Prologis common stock dividend rate financial
"DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate at the time dividends are paid..."
vest 100% financial
"DEUs and the underlying DSUs vest 100% on the earlier of the first anniversary of the grant date..."
SEC Form 4
FORM 4UNITED 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*
LYONS IRVING F III

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Dividend Equivalent Units - NQDC$0(1)03/31/202603/31/2026A86.6702 (1) (1)Common Stock86.6702$0(1)10,793.2776D
Dividend Equivalent Units - NQDC$0(2)03/31/202603/31/2026A265.288 (2) (2)Common Stock265.288$0(2)33,037.0338D
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.
/s/ Tammy Colvocoresses, Attorney-In-Fact for Irving F. Lyons III04/02/2026
** Signature of Reporting PersonDate
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 did Prologis (PLD) director Irving F. Lyons III report in this Form 4?

He reported acquiring additional Dividend Equivalent Units tied to Deferred Stock Units. On March 31, 2026, two accruals were credited, increasing his deferred equity-based compensation balances that will ultimately be settled in Prologis common stock on a one-for-one basis.

How many Dividend Equivalent Units did the Prologis (PLD) director receive?

He received 86.6702 Dividend Equivalent Units from DSUs related to earlier ProLogis board service and 265.2880 units from DSUs tied to current Prologis board service, all as non-cash accruals within deferred compensation arrangements linked to Prologis common stock dividends.

How do the Dividend Equivalent Units for Prologis (PLD) work in this filing?

Dividend Equivalent Units accrue on outstanding Deferred Stock Units at the Prologis common stock dividend rate when dividends are paid. They vest under the DSU terms and are deferred during board service, then paid in Prologis common stock at one share for each DSU or DEU.

What are the vesting terms for the Prologis (PLD) Dividend Equivalent Units reported?

DEUs tied to previous ProLogis board service vest upon issuance, while DEUs tied to current Prologis board service vest 100% on the earlier of the first grant anniversary or the first annual shareholder meeting after the grant date, according to the footnotes.

How large are the Prologis (PLD) director’s deferred DSU/DEU balances after these transactions?

After the March 31, 2026 accruals, column 9 shows balances of 10,793.2776 units for one DSU/DEU account and 33,037.0338 units for another, with each unit ultimately payable in Prologis common stock on a one-for-one basis under the plan terms.