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  4. [Form 4] Prologis, Inc. Insider Trading Activity

Prologis (PLD) director Olivier Piani granted stock and DSUs, with shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Prologis, Inc. director Olivier Piani reported routine equity compensation and related tax withholding. On April 28, 2026, he received 1,984 shares of common stock at no cost and 1,695 Deferred Stock Units (DSUs) under the company’s Nonqualified Deferred Compensation Plan.

Existing DSUs and Dividend Equivalent Units totaling 1,984.5492 units were converted on a 1-for-1 basis into common shares, and 595 shares were withheld to cover tax liabilities. After these transactions, Piani directly holds 12,324 shares of common stock and 6,276.6178 DSUs and dividend equivalent units.

Positive

  • None.

Negative

  • None.
Insider Piani Olivier
Role null
Type Security Shares Price Value
Exercise Deferred Stock Units and Dividend Equivalent Units-NQDC 1,984.549 $0.00 --
Grant/Award Deferred Stock Units-NQDC 1,695 $0.00 --
Grant/Award Common Stock 1,984 $0.00 --
Tax Withholding Common Stock 595 $141.53 $84K
Holdings After Transaction: Deferred Stock Units and Dividend Equivalent Units-NQDC — 4,581.618 shares (Direct, null); Deferred Stock Units-NQDC — 6,276.618 shares (Direct, null); Common Stock — 12,324 shares (Direct, null)
Footnotes (1)
  1. Conversion of Deferred Stock Units (DSUs) and Dividend Equivalent Units (DEUs) that were deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan). Original grant terms provided for release of shares on the earlier of (a) the third anniversary of the Grant Date (May 4, 2023) or (b) the first annual meeting of the stockholders of Prologis. Shares were released on April 28, 2026. DSUs and DEUs convert into Prologis common stock upon vesting on a 1-for-1 basis and have no exercise price or expiration date. Shares withheld for payment of the tax liability associated with the receipt of common stock acquired upon the vesting of the Deferred Stock Units (DSUs) referenced in Table II. Deferred Stock Units (DSUs) granted April 28, 2026, which vest 100% on the earlier of the first anniversary of the grant date, or the first annual meeting of the stockholders of Prologis that occurs after the grant date, and generally, are deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan until April 28, 2029. DSUs earn dividend equivalent units (DEUs) when dividends are paid with respect to Prologis common stock and have no exercisable or expiration date. DSUs and accrued DEUs are convertible into Prologis common stock on a 1-for-1 basis. Balance in column 9 includes DSUs and DEUs.
Common shares granted 1,984 shares Awarded at $0.00 per share on April 28, 2026
Shares withheld for taxes 595 shares Withheld at $141.53 per share for tax liability
Deferred Stock Units granted 1,695 units DSUs granted April 28, 2026 under NQDC Plan
Deferred units converted 1,984.5492 units DSUs and DEUs converted 1-for-1 into common stock
Common shares after transactions 12,324 shares Direct Prologis common stock holdings post-transaction
Deferred units after transactions 6,276.6178 units DSUs and DEUs balance after reported activity
Implied tax price per share $141.53/share Value used for 595 shares withheld for tax
Deferred Stock Units (DSUs) financial
"Deferred Stock Units (DSUs) granted April 28, 2026, which vest 100% on the earlier of the first anniversary of the grant date..."
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.
Dividend Equivalent Units (DEUs) financial
"DSUs earn dividend equivalent units (DEUs) when dividends are paid with respect to Prologis common stock..."
Nonqualified Deferred Compensation Plan financial
"Deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan until April 28, 2029."
tax-withholding disposition financial
"Shares withheld for payment of the tax liability associated with the receipt of common stock..."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
1-for-1 basis financial
"DSUs and DEUs convert into Prologis common stock upon vesting on a 1-for-1 basis..."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Piani Olivier
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock(1)04/28/202604/28/2026A1,984A$012,324D
Common Stock(2)04/28/202604/28/2026F595D$141.5311,729D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Units and Dividend Equivalent Units-NQDC$0(1)04/28/202604/28/2026M1,984.5492 (1) (1)Common Stock1,984.5492$0(1)4,581.6178D
Deferred Stock Units-NQDC$004/28/202604/28/2026A1,695 (3) (3)Common Stock1,695$0(3)6,276.6178D
Explanation of Responses:
1. Conversion of Deferred Stock Units (DSUs) and Dividend Equivalent Units (DEUs) that were deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan). Original grant terms provided for release of shares on the earlier of (a) the third anniversary of the Grant Date (May 4, 2023) or (b) the first annual meeting of the stockholders of Prologis. Shares were released on April 28, 2026. DSUs and DEUs convert into Prologis common stock upon vesting on a 1-for-1 basis and have no exercise price or expiration date.
2. Shares withheld for payment of the tax liability associated with the receipt of common stock acquired upon the vesting of the Deferred Stock Units (DSUs) referenced in Table II.
3. Deferred Stock Units (DSUs) granted April 28, 2026, which vest 100% on the earlier of the first anniversary of the grant date, or the first annual meeting of the stockholders of Prologis that occurs after the grant date, and generally, are deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan until April 28, 2029. DSUs earn dividend equivalent units (DEUs) when dividends are paid with respect to Prologis common stock and have no exercisable or expiration date. DSUs and accrued DEUs are convertible into Prologis common stock on a 1-for-1 basis. Balance in column 9 includes DSUs and DEUs.
/s/ Tammy Colvocoresses, Attorney-in-Fact for Olivier Piani04/30/2026
** Signature of Reporting PersonDate
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

FAQ

What insider transactions did Prologis (PLD) director Olivier Piani report?

Olivier Piani reported equity compensation and a related tax withholding. He received 1,984 Prologis common shares and 1,695 Deferred Stock Units, while 595 shares were withheld to pay taxes from the vesting of previously deferred units.

How many Prologis (PLD) shares does Olivier Piani hold after these Form 4 transactions?

After the reported transactions, Olivier Piani directly holds 12,324 Prologis common shares. He also holds 6,276.6178 Deferred Stock Units and related dividend equivalent units that are convertible into common stock on a 1-for-1 basis under the company’s deferred compensation plan.

Were any of Olivier Piani’s Prologis (PLD) transactions open-market buys or sells?

None of the reported transactions were open-market trades. The filing shows equity awards, a conversion of deferred units into common shares, and 595 shares withheld to cover tax liabilities associated with vesting, which is an administrative disposition rather than a discretionary market sale.

What are Deferred Stock Units (DSUs) in the Prologis (PLD) Form 4 filing?

Deferred Stock Units are share-based awards credited under Prologis’s Nonqualified Deferred Compensation Plan. DSUs and related Dividend Equivalent Units convert into Prologis common stock on a 1-for-1 basis upon vesting or specified distribution dates, with no exercise price or expiration date.

When will the newly granted Prologis (PLD) Deferred Stock Units to Olivier Piani vest?

The 1,695 Deferred Stock Units granted to Olivier Piani on April 28, 2026 vest 100% on the earlier of the first anniversary of the grant date or the first Prologis annual stockholder meeting after that date, then are generally deferred until April 28, 2029.