Prologis (PLD) COO receives 13,686 LTIP units in equity bonus

Rhea-AI Filing Summary

Prologis, Inc. (PLD) reported that its Chief Operating Officer, Andrus Carter, received new long-term incentive awards in the form of LTIP Units of Prologis, L.P. On January 20, 2026, Carter was granted 5,803 LTIP Units that vest 25% per year over four years, subject to continued employment, under the company’s 2020 Long-Term Incentive Plan.

On the same date, Carter received an additional 7,883 LTIP Units issued in exchange for his cash bonus at the same value as the bonus, which vest 100% on the issuance date. After these awards, he beneficially owns 173,307 LTIP Units directly. Once vested and subject to tax allocation conditions, each LTIP Unit can be converted into a partnership Common Unit, which may then be redeemed for cash equal to the fair market value of one share of Prologis common stock or, at the company’s election, for one share of common stock, with no stated expiration on these conversion and redemption rights.

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^*

Andrus Carter

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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
LTIP Units(1)	$0.00	01/20/2026		A		5,803		(2)	(2)	Common Stock	5,803	$0.01	165,424	D
LTIP Units(3)	$0.00	01/20/2026		A		7,883		(2)	(2)	Common Stock	7,883	$0.01	173,307	D

Explanation of Responses:

1. Represents LTIP Units of Prologis, L.P. (the "LTIP Units") which vest 25% each year for four years subject to continued employment. The LTIP Units were issued to the reporting person pursuant to the Prologis, Inc. 2020 Long-Term Incentive Plan (the "2020 LTIP").

2. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in Prologis, L.P. (a "Common Unit"). Each Common Unit acquired upon conversion of a vested LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of Common Stock of the Company (the "Common Stock"), except that the Company may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert vested LTIP Units into Common Units and redeem Common Units have no expiration dates.

3. Represents LTIP Units that were issued in exchange for the executive's cash bonus at the same value as the cash bonus. The LTIP Units vest 100% on issuance date. The LTIP Units were issued to the reporting person pursuant to the 2020 LTIP.

	/s/ Tammy Colvocoresses Attorney-In-Fact for Carter Andrus	01/22/2026
	** 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 did the Prologis (PLD) Form 4 filed for Andrus Carter disclose?

The filing shows that Chief Operating Officer Andrus Carter received two grants of LTIP Units of Prologis, L.P. on January 20, 2026, under the Prologis, Inc. 2020 Long-Term Incentive Plan, and reports his updated beneficial holdings.

How many LTIP Units did Prologis COO Andrus Carter receive in this Form 4?

Carter was granted 5,803 LTIP Units that vest over four years and 7,883 LTIP Units issued in exchange for his cash bonus, for a total of 13,686 LTIP Units awarded on January 20, 2026.

What are the vesting terms of the new LTIP Units reported for Prologis (PLD) COO?

One grant of 5,803 LTIP Units vests 25% each year for four years, subject to continued employment. The separate grant of 7,883 LTIP Units, issued in exchange for his cash bonus, vests 100% on the issuance date.

How many LTIP Units does Andrus Carter beneficially own after these transactions?

After the reported awards, Andrus Carter beneficially owns 173,307 LTIP Units of Prologis, L.P., held directly.

How can the LTIP Units reported for Prologis COO be converted or redeemed?

Once vested and subject to minimum tax-related capital account allocations, each LTIP Unit may be converted into a Common Unit of Prologis, L.P. Each Common Unit may then be redeemed for cash equal to the fair market value of one share of Prologis common stock, or the company may elect to deliver one share of common stock instead. These conversion and redemption rights have no stated expiration dates.

Were any of the Prologis COO’s LTIP Units granted in lieu of cash compensation?

Yes. The filing states that 7,883 LTIP Units were issued to Andrus Carter in exchange for the executive’s cash bonus at the same value as the cash bonus, and these units vest fully on the issuance date.

At what price were the LTIP Units granted to Prologis (PLD) COO in this Form 4?

The derivative securities table reports a transaction price of $0.01 per LTIP Unit for both LTIP Unit awards granted to Andrus Carter on January 20, 2026.