Prologis (PLD) director adds deferred dividend units and phantom shares

Rhea-AI Filing Summary

Prologis, Inc. director Cristina G. Bita reported additional deferred equity-based awards tied to her board service and fee deferrals as of 12/31/2025. These are all classified as derivative securities that will ultimately settle in Prologis common stock rather than cash.

The report shows Dividend Equivalent Units (DEUs) under the Nonqualified Deferred Compensation Plan (NQDC Plan) earned on Deferred Stock Units for current board service, with 64.1649 underlying shares and a reported balance of 8,174.3583 derivative securities. It also includes DEUs earned on director fees deferred into phantom shares, covering 39.35 underlying shares and a balance of 5,559.0321 derivative securities. In addition, Bita deferred director fees into 234 phantom shares, with a reported balance of 5,793.0321 derivative securities.

All of these units and phantom shares carry a stated price of $0 and are designed to be paid in Prologis common stock on a one-for-one basis with the underlying units, generally in line with vesting schedules or the director’s deferral elections.

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^*

BITA CRISTINA GABRIELA

(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 - NQDC	$0(1)	12/31/2025	12/31/2025	A		64.1649		(1)	(1)	Common Stock	64.1649	$0(1)	8,174.3583	D
Dividend Equivalent Units - NQDC	$0(2)	12/31/2025	12/31/2025	A		39.35		(2)	(2)	Common Stock	39.35	$0(2)	5,559.0321	D
Phantom Shares - NQDC	$0(3)	12/31/2025	12/31/2025	A		234		(3)	(3)	Common Stock	234	$0(3)	5,793.0321	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.

2. 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.

3. Represents 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.

	/s/ Tammy Colvocoresses Attorney-In-Fact for Cristina G. Bita	01/05/2026
	** 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

What insider activity did Prologis (PLD) report for director Cristina G. Bita?

Prologis reported that director Cristina G. Bita acquired additional deferred equity-based awards as of 12/31/2025. These include Dividend Equivalent Units and phantom shares under the company’s Nonqualified Deferred Compensation Plan, all ultimately payable in Prologis common stock instead of cash.

How many Dividend Equivalent Units related to Deferred Stock Units did PLDs director report?

The director reported Dividend Equivalent Units (DEUs) on Deferred Stock Units associated with current board service, with 64.1649 underlying shares and a balance of 8,174.3583 derivative securities following the reported transaction.

What deferred awards from director fees did Prologis (PLD) disclose?

Prologis disclosed that the director elected to defer fees into phantom shares under the NQDC Plan. This includes DEUs on deferred fees tied to 39.35 underlying shares with a balance of 5,559.0321 derivative securities, plus an additional 234 phantom shares with a balance of 5,793.0321 derivative securities.

At what price were the reported Dividend Equivalent Units and phantom shares issued for PLD?

The Dividend Equivalent Units and phantom shares reported for Prologis were all listed with a price of $0, reflecting that they are deferred equity awards and not purchased for cash.

How are Prologis (PLD) Dividend Equivalent Units and phantom shares settled?

According to the disclosure, Deferred Stock Units, Dividend Equivalent Units, and phantom shares are generally paid in the form of Prologis common stock at the rate of one common share per DSU, DEU, or phantom share, following vesting terms or the director’s deferral elections.

What is the vesting treatment of the Deferred Stock Unit-related DEUs for Prologis (PLD)?

The DEUs tied to Deferred Stock Units for board service vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of stockholders after the grant date, and the receipt of these DEUs is deferred along with the underlying DSUs.