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Prologis (PLD) director granted deferred dividend equivalent units as board pay

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

Rhea-AI Filing Summary

Prologis, Inc. director George L. Fotiades reported routine compensation-related awards of dividend equivalent units rather than any open-market trading. On March 31, 2026, he acquired several small blocks of dividend equivalent units tied to existing deferred stock units and phantom share balances.

According to the footnotes, these dividend equivalent units accrue at the Prologis common stock dividend rate on previously granted deferred stock units and phantom shares, vest upon issuance or on standard board vesting schedules, and are deferred while he serves as a director or under his deferral elections. When paid, each deferred stock unit, phantom share, and related dividend equivalent unit converts into one share of Prologis common stock.

Positive

  • None.

Negative

  • None.
Insider FOTIADES GEORGE L
Role Director
Type Security Shares Price Value
Grant/Award Dividend Equivalent Units 188.074 $0.00 --
Grant/Award Dividend Equivalent Units - NQDC 368.735 $0.00 --
Grant/Award Dividend Equivalent Units - NQDC 123.88 $0.00 --
Grant/Award Dividend Equivalent Units 234.645 $0.00 --
Holdings After Transaction: Dividend Equivalent Units — 23,421.386 shares (Direct); Dividend Equivalent Units - NQDC — 45,919.52 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. 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. 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.
Dividend Equivalent Units granted 188.0741 units Dividend Equivalent Units tied to deferred stock units on Mar. 31, 2026
Dividend Equivalent Units - NQDC granted 368.7346 units Dividend Equivalent Units under Nonqualified Deferred Compensation Plan on Mar. 31, 2026
Additional DEUs - NQDC granted 123.8801 units Dividend Equivalent Units on deferred director fees on Mar. 31, 2026
Additional Dividend Equivalent Units granted 234.6449 units Dividend Equivalent Units on phantom shares from prior ProLogis service on Mar. 31, 2026
Dividend Equivalent Units financial
"Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs)..."
Deferred Stock Units financial
"Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs)..."
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
Nonqualified Deferred Compensation Plan financial
"deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan)."
phantom shares financial
"Represents DEUs earned on director fees that the reporting person has elected to defer into phantom shares..."
Phantom shares are a form of employee or executive compensation that mimics the economic value of owning company stock without actually issuing real shares; holders receive cash or equivalent payments tied to the company’s share price or dividends. Think of it like a receipt that pays out if the stock rises — it aligns managers’ interests with shareholders but does not dilute ownership, while creating a future cash obligation that investors should watch as it can affect company cash flow and valuation.
merger partner financial
"previous service on the board of ProLogis, our merger partner, and assumed by us in June 2011."
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*
FOTIADES GEORGE L

(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(1)03/31/202603/31/2026A188.0741 (1) (1)Common Stock188.0741(1)23,421.3864D
Dividend Equivalent Units - NQDC(2)03/31/202603/31/2026A368.7346 (2) (2)Common Stock368.7346(2)45,919.5195D
Dividend Equivalent Units - NQDC(3)03/31/202603/31/2026A123.8801 (3) (3)Common Stock123.8801(3)15,427.1216D
Dividend Equivalent Units(4)03/31/202603/31/2026A234.6449 (4) (4)Common Stock234.6449(4)29,220.9706D
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. Fotiades04/02/2026
** 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 insider activity did Prologis (PLD) director George L. Fotiades report?

George L. Fotiades reported grants of dividend equivalent units, not open-market trades. These units were awarded as part of his deferred board compensation and reflect dividends credited on previously granted deferred stock units and phantom shares.

Did George L. Fotiades buy or sell Prologis (PLD) shares in the market?

He did not report any open-market purchases or sales. All reported transactions were grants of dividend equivalent units credited at a zero price, linked to existing deferred stock units and phantom share awards under Prologis’ compensation plans.

What are dividend equivalent units (DEUs) in the Prologis (PLD) filing?

Dividend equivalent units are credits that mirror Prologis dividends on deferred stock units or phantom shares. They accrue at the common stock dividend rate and are ultimately paid in Prologis common stock on a one-for-one share basis with the underlying units.

How do the Prologis (PLD) deferred stock units and phantom shares pay out?

Deferred stock units and phantom shares, along with related dividend equivalent units, are paid in Prologis common stock at a rate of one share per unit. Payment timing follows director deferral elections, vesting schedules, or termination of board service.

Are the Prologis (PLD) dividend equivalent units immediately vested and payable?

Some dividend equivalent units vest upon issuance, while others vest under board vesting schedules, such as the earlier of one year from grant or the next annual meeting. Payment is generally deferred under compensation plan elections or during board service.
Prologis Inc.

NYSE:PLD

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