Prologis (PLD) director receives new dividend equivalent units for board service

Rhea-AI Filing Summary

Prologis, Inc. director activity: A Form 4 reports that director Irving F. Lyons III received additional dividend equivalent units (DEUs) tied to deferred stock units (DSUs) for board service. On 12/31/2025, one grant of Dividend Equivalent Units under a nonqualified deferred compensation arrangement credited 84.0419 DEUs at a price of $0, resulting in 10,706.6074 derivative securities beneficially owned in that line. A second grant on the same date credited 257.243 DEUs at a price of $0, bringing beneficial ownership in that line to 32,771.7458 derivative securities.

The explanations state that these DEUs accrue at the Prologis common stock dividend rate on outstanding DSUs related to both prior and current board service, vest upon issuance

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

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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)
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		84.0419		(1)	(1)	Common Stock	84.0419	$0(1)	10,706.6074	D
Dividend Equivalent Units - NQDC	$0(2)	12/31/2025	12/31/2025	A		257.243		(2)	(2)	Common Stock	257.243	$0(2)	32,771.7458	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	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Prologis (PLD) report in this Form 4?

The filing reports that director Irving F. Lyons III received additional Dividend Equivalent Units (DEUs) linked to deferred stock units (DSUs) for his board service, which will eventually be paid in Prologis common stock.

How many dividend equivalent units did the Prologis (PLD) director receive on 12/31/2025?

On 12/31/2025, one transaction credited 84.0419 Dividend Equivalent Units and another credited 257.243 Dividend Equivalent Units under nonqualified deferred compensation arrangements.

What are the director's beneficial holdings after the reported Prologis (PLD) DEU transactions?

After the transactions, one line shows 10,706.6074 derivative securities beneficially owned and another shows 32,771.7458 derivative securities beneficially owned, each representing balances of DSUs and DEUs.

How do Prologis (PLD) dividend equivalent units (DEUs) work for this director?

The explanations state that DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate when dividends are paid, vest upon issuance or specified board-related dates, and are paid in Prologis common stock at one share per DSU or DEU.

What board service is linked to the Prologis (PLD) DEUs reported here?

One set of DEUs is tied to DSUs from previous service on the board of ProLogis, the merger partner, assumed in June 2011. The other set is tied to current service on the Prologis, Inc. board under its Nonqualified Deferred Compensation Plan.

When do the Prologis (PLD) DSUs and DEUs reported in this Form 4 vest?

For the legacy ProLogis DSUs, the DEUs vest upon issuance. For current board service, DSUs and DEUs vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of stockholders after the grant date.