[Form 4] PROLOGIS, INC. Insider Trading Activity

Rhea-AI Filing Summary

Hyatt Hotels Corporation (NYSE: H) – Schedule 13D/A (Amendment No. 5)

The amendment updates the ownership disclosure for three Pritzker-family related trustees: (1) Andrew D. Wingate, Lucinda Falk and Zena Tamler as co-trustees of DJPS P.G. Trust, (2) Bank of Nova Scotia Trust Company (Bahamas) Ltd. for the trusts in Appendix A-1, and (3) 1953 Private Family Trust Company LLC for the trusts in Appendix A-2. Collectively, the “Reporting Persons” now hold 3,606,816 shares of Class B Common Stock, convertible 1-for-1 into Class A, equating to 3.8 % of Hyatt’s total common equity and 6.3 % of its aggregate voting power (based on 95,456,287 total common shares outstanding as of 25 Apr 2025).

Individually, DJPS P.G. Trust controls 207,969 shares (0.4 % of Class A), the Bahamas trustee controls 1,662,205 shares (3.1 %), and 1953 Private Family Trust Company controls 1,736,641 shares (3.3 %). On 1 Jul 2025, the 1953 Private Family Trust Company replaced the Wingate/Falk/Tamler trio as trustee for the Appendix A-2 trusts, triggering the filing.

The Reporting Persons remain party to voting and transfer-restriction agreements with other Pritzker family entities (the “Separately Filing Group Members”). Together, the wider Pritzker Family Group beneficially owns 54.1 % of Hyatt’s common equity and 88.8 % of the voting power, maintaining effective control of the company. No open-market transactions were executed by the Reporting Persons in the 60 days preceding 2 Jul 2025.

Operationally, the amendment does not alter Hyatt’s capital structure but reinforces the high insider concentration and clarifies trustee succession within family trusts.

Positive

• Clarifies trustee succession, reducing ambiguity about who exercises voting rights for Appendix A-2 trusts.
• No recent insider sales within 60 days, suggesting stability in insider holdings.

Negative

• High insider concentration persists (88.8 % voting power), limiting influence of public shareholders.
• Complex trust structure may obscure ultimate decision-makers and hamper transparency.

Insights

Corporate Governance Analyst

TL;DR: Trustee reshuffle; Pritzker family still controls >50 % equity & 88 % votes—minimal governance impact for minority holders.

The amendment merely records a change of trustee for certain family trusts and updates share counts post-conversion of 364,620 Class B shares. Insider concentration remains extremely high: the broader Pritzker group retains majority ownership and near-supermajority voting rights. Because the trusts act cohesively under voting agreements, board composition and strategic direction are unlikely to shift. No recent share sales or purchases were reported, limiting short-term market impact. For minority investors, the key takeaway is confirmation of entrenched control rather than any change in control dynamics.

Securities Lawyer

TL;DR: Technical 13D update; no triggering transactions, but joint-filing agreement highlights continued group status under §13(d)(3).

Legally, the conversion rights of Class B shares and new joint-filing agreement ensure that the Reporting Persons are treated as a single group for disclosure purposes. Abstaining from transactions within 60 days shields them from short-swing liability under §16(b). The filing reinforces that 1953 Private Family Trust Company now carries fiduciary duties for the Appendix A-2 trusts, but the beneficial ownership percentages for Hyatt’s classes change only marginally. Compliance-wise, the amendment is routine and does not signal activist intentions or a potential change-in-control event.

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
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 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)
06/30/2025

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)	06/30/2025	06/30/2025	A		100.2073		(1)	(1)	Common Stock	100.2073	$0(1)	10,529.6997	D
Dividend Equivalent Units - NQDC	$0(2)	06/30/2025	06/30/2025	A		306.7236		(2)	(2)	Common Stock	306.7236	$0(2)	32,230.2507	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.

	/s/ Tammy Colvocoresses, Attorney-In-Fact for Irving F. Lyons III	07/02/2025
	** 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

How many Hyatt (H) shares are covered by this Schedule 13D/A amendment?

The Reporting Persons collectively control 3,606,816 Class B shares, convertible into the same number of Class A shares.

What percentage of Hyatt’s common stock do the Reporting Persons own after the amendment?

Their holdings represent 3.8 % of total common equity and 6.3 % of voting power.

Did the Reporting Persons buy or sell Hyatt stock recently?

No. No transactions were executed in the 60 days prior to 2 Jul 2025.

Who now serves as trustee for the Appendix A-2 trusts?

As of 1 Jul 2025, 1953 Private Family Trust Company LLC replaced the prior co-trustees.

Does the Pritzker family still control Hyatt Hotels?

Yes. The broader Pritzker Family Group holds 54.1 % of equity and 88.8 % of voting power.