Prologis (NYSE: PLD) director logs deferred dividend stock units

Rhea-AI Filing Summary

Prologis, Inc. director reports additional deferred equity units tied to dividends. A single reporting person, identified through a power of attorney for George L. Fotiades, filed a Form 4 for Prologis common stock. On 12/31/2025, multiple transactions credited dividend equivalent units (DEUs) linked to deferred stock units (DSUs) and phantom shares, including 182.3708 and 357.5524 DEUs under the company’s Nonqualified Deferred Compensation Plan.

The DEUs are earned at the Prologis common stock dividend rate and generally vest upon issuance or on the earlier of the first anniversary of the grant date or the first annual stockholder meeting after the grant. Payment of DSUs, phantom shares, and related DEUs is deferred and ultimately settled in Prologis common stock at one share per unit or DEU, typically upon or after the director’s service ends.

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^*

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)
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	(1)	12/31/2025	12/31/2025	A		182.3708		(1)	(1)	Common Stock	182.3708	(1)	23,233.3123	D
Dividend Equivalent Units - NQDC	(2)	12/31/2025	12/31/2025	A		357.5524		(2)	(2)	Common Stock	357.5524	(2)	45,550.7849	D
Dividend Equivalent Units - NQDC	(3)	12/31/2025	12/31/2025	A		120.1234		(3)	(3)	Common Stock	120.1234	(3)	15,303.2415	D
Dividend Equivalent Units	(4)	12/31/2025	12/31/2025	A		227.5292		(4)	(4)	Common Stock	227.5292	(4)	28,986.3257	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	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Prologis (PLD) report in this Form 4?

The filing reports that a Prologis director received additional dividend equivalent units (DEUs) on various deferred stock units and phantom shares on 12/31/2025, rather than open-market stock purchases or sales.

Who is the reporting person in this Prologis (PLD) Form 4?

The Form 4 is signed by Tammy Colvocoresses as attorney-in-fact for George L. Fotiades, indicating that George L. Fotiades is the reporting person and serves as a director of Prologis.

What are dividend equivalent units (DEUs) in the Prologis director’s filing?

The filing explains that DEUs are units earned on outstanding deferred stock units or phantom shares at the Prologis common stock dividend rate when dividends are paid. Each DEU is ultimately paid in Prologis common stock at a rate of one share per DEU.

How many Prologis DEUs were credited on 12/31/2025 in this Form 4?

On 12/31/2025, the Form 4 shows separate entries of 182.3708, 357.5524, 120.1234, and 227.5292 dividend equivalent units, each tied to different deferred stock or phantom share programs for the director.

How and when are Prologis DSUs and DEUs for the director paid out?

According to the filing, DSUs, phantom shares, and DEUs are paid in the form of Prologis common stock at one share per unit or DEU, in line with the director’s deferral elections or upon termination of service.

What plans or arrangements govern the deferred units in this Prologis (PLD) Form 4?

The filing references the Prologis, Inc. Nonqualified Deferred Compensation Plan (NQDC Plan), under which director fees can be deferred into phantom shares that accrue DEUs, and also describes DSUs and phantom shares assumed from ProLogis in a June 2011 merger.