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Prologis (NYSE: PLD) director receives phantom shares and dividend units

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

Rhea-AI Filing Summary

Prologis, Inc. director Guy A. Metcalfe reported compensation-related awards of phantom and dividend-equivalent units linked to company common stock. On June 30, 2026, he acquired 221 phantom shares under the Nonqualified Deferred Compensation Plan and additional Dividend Equivalent Units (DEUs) tied to deferred director fees and Deferred Stock Units (DSUs).

One transaction added 1.785 DEUs on DSUs associated with current board service, and another added 49.5754 DEUs on fees deferred into phantom shares. These phantom shares, DSUs and DEUs are settled in Prologis common stock on a one-for-one basis under the deferral terms or upon termination of service.

Positive

  • None.

Negative

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Insider Metcalfe Guy A
Role null
Type Security Shares Price Value
Grant/Award Dividend Equivalent Units-NQDC 49.575 $0.00 --
Grant/Award Dividend Equivalent Units (Phantom) - NQDC 1.785 $0.00 --
Grant/Award Phantom Shares - NQDC 221 $0.00 --
Holdings After Transaction: Dividend Equivalent Units-NQDC — 6,326.193 shares (Direct, null); Dividend Equivalent Units (Phantom) - NQDC — 227.785 shares (Direct, null); Phantom Shares - NQDC — 448.785 shares (Direct, null)
Footnotes (1)
  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. 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. 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.
Phantom shares granted 221 phantom shares Nonqualified Deferred Compensation Plan award on June 30, 2026
DEUs on DSUs granted 1.7850 units Dividend Equivalent Units on Deferred Stock Units, June 30, 2026
DEUs on deferred fees granted 49.5754 units Dividend Equivalent Units on director fees deferred into phantom shares
Phantom share balance 448.7850 shares Total phantom shares after June 30, 2026 award
DEU balance (one account) 227.7850 units Dividend Equivalent Units balance after June 30, 2026 transaction
DEU balance (NQDC fees) 6326.1932 units Dividend Equivalent Units on NQDC-related awards after June 30, 2026
Dividend Equivalent Units financial
"Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs) associated with current service on our board..."
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
Deferred Stock Units financial
"Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs) associated with current service on our board..."
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
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.
Dividend Equivalent Units (Phantom) financial
"Dividend Equivalent Units (Phantom) - NQDC"
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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did Prologis (PLD) director Guy Metcalfe report?
Director Guy A. Metcalfe reported awards of phantom shares and dividend equivalent units on June 30, 2026. These are compensation-related accruals under Prologis’ Nonqualified Deferred Compensation Plan, all ultimately payable in Prologis common stock on a one-for-one basis.

How many phantom shares did Prologis (PLD) award to director Guy Metcalfe?
Guy Metcalfe received 221 phantom shares under Prologis’ Nonqualified Deferred Compensation Plan on June 30, 2026. These phantom shares are vested upon issuance and will be paid in Prologis common stock according to his deferral election or upon termination of board service.

What are Dividend Equivalent Units (DEUs) in the Prologis (PLD) director filing?
Dividend Equivalent Units are credits that accrue on deferred stock or phantom shares at the Prologis common stock dividend rate. In this filing, DEUs were earned on Deferred Stock Units and on fees deferred into phantom shares, and will be settled in Prologis common stock one-for-one.

Are the Prologis (PLD) director’s phantom shares and DEUs fully vested?
Phantom shares and related DEUs from deferred director fees are vested upon issuance. DEUs and Deferred Stock Units tied to current board service vest 100% on the earlier of the first anniversary of the grant date or the next annual Prologis stockholder meeting.

How and when are Prologis (PLD) phantom shares and DEUs paid out to the director?
Phantom shares, Deferred Stock Units, and related Dividend Equivalent Units are paid in Prologis common stock at one share per unit. Payment occurs in line with the director’s deferral election under the Nonqualified Deferred Compensation Plan or upon termination of board service.
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*
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		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
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
Dividend Equivalent Units-NQDC$0(1)06/30/202606/30/2026A49.5754 (1) (1)Common Stock49.5754$0(1)6,326.1932D
Dividend Equivalent Units (Phantom) - NQDC$0(2)06/30/202606/30/2026A1.785 (2) (2)Common Stock1.785$0(2)227.785D
Phantom Shares - NQDC$0(3)06/30/202606/30/2026A221 (3) (3)Common Stock221$0(3)448.785D
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 Guy A Metcalfe07/02/2026
** 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