Prologis (PLD) director Sarah Slusser adds DEUs under deferred stock plan

Rhea-AI Filing Summary

Prologis, Inc. director Sarah A. Slusser reported a routine compensation-related transaction involving deferred stock units. On 12/31/2025, she acquired 18.3322 dividend equivalent units (DEUs) under the Prologis, Inc. Nonqualified Deferred Compensation Plan, at an exercise price of $0 per unit, linked to Prologis common stock dividends.

The DEUs were earned on outstanding deferred stock units (DSUs) tied to her current board service. DEUs accrue at the Prologis common stock dividend rate and, along with the underlying DSUs, vest 100% on the earlier of the first anniversary of the grant date or the first annual stockholders’ meeting after the grant date. DSUs and DEUs are ultimately paid in Prologis common stock at one share per unit. Following this transaction, Slusser beneficially owned 2,335.4476 derivative securities (DSUs and DEUs) on a direct basis.

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

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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^*

Slusser Sarah A

(Last) (First) (Middle)

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-NQDC	$0(1)	12/31/2025	12/31/2025	A		18.3322		(1)	(1)	Common Stock	18.3322	$0.00(1)	2,335.4476	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 Sarah A. Slusser	01/05/2026
	** 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 Sarah A. Slusser?

Prologis reported that director Sarah A. Slusser acquired 18.3322 dividend equivalent units (DEUs) on 12/31/2025 as part of her board compensation under the company’s nonqualified deferred compensation plan.

How many Prologis deferred units does Sarah A. Slusser hold after this transaction?

After the reported transaction, Sarah A. Slusser beneficially owned 2,335.4476 derivative securities, consisting of deferred stock units (DSUs) and dividend equivalent units (DEUs), held directly.

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

Dividend equivalent units (DEUs) are units earned on outstanding deferred stock units (DSUs) at the Prologis common stock dividend rate when dividends are paid. They mirror dividends on the underlying DSUs and are ultimately paid in Prologis common stock.

When do Prologis DSUs and DEUs for directors like Sarah A. Slusser vest?

The filing states that DSUs and DEUs vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of stockholders after the grant date, which is generally in May each year.

How are Prologis (PLD) DSUs and DEUs ultimately settled for directors?

According to the disclosure, DSUs and DEUs under the Prologis Nonqualified Deferred Compensation Plan are paid in Prologis common stock at a rate of one common share per DSU or DEU, with receipt deferred along with the underlying DSUs.

Is the reported Prologis (PLD) transaction related to open-market stock buying or selling?

No. The transaction reflects compensation-related DEUs earned on existing DSUs at a stated exercise price of $0, rather than an open-market purchase or sale of Prologis common stock.