Prologis: Guy A. Metcalfe acquires 231 phantom shares

Q: What did PLD director Guy A. Metcalfe acquire?

Guy A. Metcalfe reported acquisitions of 52.1336 dividend equivalent units on deferred stock units, 3.6984 dividend equivalent units on phantom shares, and 231 phantom shares on September 30, 2026. The units arose from board service or director fees deferred under the nonqualified deferred compensation plan.

The deferred units and phantom shares are payable in Prologis common stock at one common share per unit.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Prologis, Inc. director Guy A. Metcalfe reported three compensation-related acquisitions on September 30, 2026: 52.1336 dividend equivalent units on deferred stock units, 3.6984 dividend equivalent units on phantom shares, and 231 phantom shares under the nonqualified deferred compensation plan. The reported balances afterward were 6,378.3268 deferred stock units and dividend equivalent units combined, 452.4834 phantom shares and dividend equivalent units combined, and 683.4834 phantom shares and dividend equivalent units combined, respectively. These units are payable in Prologis common stock at one share per unit.

Insider Trade Summary

Grant/Award: 286.832 shares

Grant/Award 3 txns

Insider Metcalfe Guy A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Units-NQDC ^F1	52.1336	$0.00	$0.00
Grant/Award	Dividend Equivalent Units (Phantom) - NQDC ^F2	3.6984	$0.00	$0.00
Grant/Award	Phantom Shares - NQDC ^F3	231	$0.00	$0.00

Holdings After Transaction: Dividend Equivalent Units-NQDC — 6,378.3268 contracts (Direct); Dividend Equivalent Units (Phantom) - NQDC — 452.4834 contracts (Direct); Phantom Shares - NQDC — 683.4834 contracts (Direct)

Footnotes (3)

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.
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.
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 acquired on deferred stock units: 52.1336 units Deferred stock units and dividend equivalent units combined: 6,378.3268 units Dividend equivalent units acquired on phantom shares: 3.6984 units +3 more

6 metrics

Dividend equivalent units acquired on deferred stock units 52.1336 units September 30, 2026

Deferred stock units and dividend equivalent units combined 6,378.3268 units Reported balance following the September 30, 2026 transaction

Dividend equivalent units acquired on phantom shares 3.6984 units September 30, 2026

Phantom shares and dividend equivalent units combined 452.4834 units Reported balance following the September 30, 2026 transaction

Phantom shares acquired 231 units September 30, 2026

Phantom shares and dividend equivalent units combined 683.4834 units Reported balance following the September 30, 2026 transaction

Key Terms

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

4 terms

Dividend Equivalent Units (DEUs) financial

"DEUs earned on Deferred Stock Units (DSUs)"

Deferred Stock Units (DSUs) financial

"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

"under the Prologis, Inc. Nonqualified Deferred Compensation 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"

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.

FAQ

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

What did PLD director Guy A. Metcalfe acquire?

Guy A. Metcalfe reported acquisitions of 52.1336 dividend equivalent units on deferred stock units, 3.6984 dividend equivalent units on phantom shares, and 231 phantom shares on September 30, 2026. The units arose from board service or director fees deferred under the nonqualified deferred compensation plan.

How do PLD's deferred units and phantom shares vest?

The 52.1336 dividend equivalent units and their underlying deferred stock units vest 100% on the earlier of the first anniversary of the grant date or the first annual stockholder meeting after the grant date, generally in May. The phantom shares and related dividend equivalent units are vested upon issuance.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 10/02/2026 - 04:31 PM Accepted by SEC EDGAR 10/02/2026 - 04:30 PM

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^*

Metcalfe Guy A

(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)
09/30/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Dividend Equivalent Units-NQDC	$0⁽¹⁾	09/30/2026	09/30/2026	A		52.1336		⁽¹⁾	⁽¹⁾	Common Stock	52.1336	$0⁽¹⁾	6,378.3268	D
Dividend Equivalent Units (Phantom) - NQDC	$0⁽²⁾	09/30/2026	09/30/2026	A		3.6984		⁽²⁾	⁽²⁾	Common Stock	3.6984	$0⁽²⁾	452.4834	D
Phantom Shares - NQDC	$0⁽³⁾	09/30/2026	09/30/2026	A		231		⁽³⁾	⁽³⁾	Common Stock	231	$0⁽³⁾	683.4834	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/ Barbara Gunnufson, Attorney-in-Fact for Guy A Metcalfe	10/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR