Prologis director adds deferred stock units

Prologis, Inc. director Cristina Gabriela Bita reported compensation-related equity awards, not open-market trades.

Rhea-AI Filing Summary

Prologis, Inc. director Cristina Gabriela Bita reported compensation-related equity awards, not open-market trades. She acquired 66.1717 and 40.5806 Dividend Equivalent Units and 226 phantom shares under the company’s Nonqualified Deferred Compensation Plan.

The footnotes explain these units arise from deferred board fees and deferred stock units, accrue additional equivalents at the Prologis common stock dividend rate, and are ultimately paid in Prologis common shares on a one-for-one basis according to her deferral elections or upon ending board service.

Insider Trade Summary

Grant/Award: 332.7523 shares

Grant/Award 3 txns

Insider BITA CRISTINA GABRIELA

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Units - NQDC	66.1717	$0.00	$0.00
Grant/Award	Dividend Equivalent Units - NQDC	40.5806	$0.00	$0.00
Grant/Award	Phantom Shares - NQDC	226	$0.00	$0.00

Holdings After Transaction: Dividend Equivalent Units - NQDC — 14,074.1427 contracts (Direct); Phantom Shares - NQDC — 6,059.6127 contracts (Direct)

Footnotes (3)

1. F1. 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. F2. 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. F3. 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.

Key Figures

Dividend Equivalent Units grant: 66.1717 units Dividend Equivalent Units grant: 40.5806 units Phantom shares grant: 226.0000 shares +4 more

7 metrics

Dividend Equivalent Units grant 66.1717 units DEUs on Deferred Stock Units under NQDC Plan on 2026-03-31

Dividend Equivalent Units grant 40.5806 units Additional DEUs under NQDC Plan on 2026-03-31

Phantom shares grant 226.0000 shares Director fees deferred into phantom shares on 2026-03-31

Units after first DEU grant 8,240.5300 units Balance in column 9 including DSUs and DEUs

Units after second DEU grant 5,833.6127 units Balance in column 9 including phantom shares and DEUs

Units after phantom shares grant 6,059.6127 units Balance in column 9 including phantom shares and DEUs

Acquisition transactions 3 grants Three derivative acquisitions (code A) on 2026-03-31

Key Terms

Dividend Equivalent Units (DEUs), Deferred Stock Units (DSUs), Nonqualified Deferred Compensation Plan, phantom shares, +1 more

5 terms

Dividend Equivalent Units (DEUs) financial

"DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate"

Deferred Stock Units (DSUs) financial

"Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs)"

Deferred stock units (DSUs) are a form of long-term pay that promises an employee or director future company shares or cash equal to the share value at a later date, usually after leaving the company or at a set vesting time. Think of them as a delayed paycheck tied to the stock: they align recipients’ interests with long-term share performance and matter to investors because they create potential future dilution and signal how management is rewarded and incentivized.

Nonqualified Deferred Compensation Plan financial

"deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan)"

A nonqualified deferred compensation plan is an arrangement where an employer lets select employees postpone receiving part of their pay or bonuses until a future date, often at retirement, so taxes are paid later. It matters to investors because these payouts are typically unsecured promises by the company—like an internal IOU—so they create future cash obligations and expose the company to extra liability risk if the business falters, and they also reveal how executives are being paid and motivated.

phantom shares financial

"director fees that the reporting person has elected to defer into phantom shares under the NQDC Plan"

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.

vest 100% financial

"DEUs and the underlying DSUs vest 100% on the earlier of the first anniversary"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Prologis (PLD) director Cristina Gabriela Bita report on this Form 4?

Cristina Gabriela Bita reported acquiring additional stock-based units as director compensation. She received Dividend Equivalent Units and phantom shares under Prologis’ Nonqualified Deferred Compensation Plan, all tied to deferred board fees and deferred stock units, with no open-market share purchases or sales disclosed.

Are the Prologis (PLD) transactions open-market buys or sales of common stock?

No, the transactions are not open-market trades. They are grant or award acquisitions of Dividend Equivalent Units and phantom shares under a nonqualified deferred compensation plan, representing deferred director fees and stock units that will later settle in Prologis common shares one-for-one.

What are Dividend Equivalent Units (DEUs) for Prologis (PLD) in this filing?

Dividend Equivalent Units are credits that mirror dividends on deferred stock units or phantom shares. For Prologis, DEUs accrue at the common stock dividend rate and are ultimately paid in Prologis common stock, one share per DEU, at the time specified in the director’s deferral arrangements or upon service termination.

How do Phantom Shares under the Prologis (PLD) NQDC Plan work for this director?

The phantom shares represent deferred director fees under Prologis’ Nonqualified Deferred Compensation Plan. They are vested upon issuance, accrue Dividend Equivalent Units at the Prologis dividend rate, and are paid out as Prologis common stock, one share per phantom share or DEU, based on the director’s deferral elections or termination of service.

When do the Deferred Stock Units and DEUs for Prologis (PLD) vest and pay out?

Deferred Stock Units and related Dividend Equivalent Units vest 100% on the earlier of the first anniversary of grant or the first Prologis annual stockholder meeting after grant. Payment occurs in Prologis common stock, one share per unit, in line with deferral elections or when board service ends.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 06:47 PM Learn about SEC filing dates

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 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)

X	Director		10% 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)

X	Form 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)
			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)	03/31/2026	03/31/2026	A		66.1717		(1)	(1)	Common Stock	66.1717	$0(1)	8,240.53	D
Dividend Equivalent Units - NQDC	$0(2)	03/31/2026	03/31/2026	A		40.5806		(2)	(2)	Common Stock	40.5806	$0(2)	5,833.6127	D
Phantom Shares - NQDC	$0(3)	03/31/2026	03/31/2026	A		226		(3)	(3)	Common Stock	226	$0(3)	6,059.6127	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	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)