Prologis director awarded phantom and dividend units

Prologis, Inc. director Guy A. Metcalfe reported compensation-related awards of phantom and dividend-equivalent units linked to company common stock.

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.

Insider Trade Summary

Grant/Award: 272.3604 shares

Grant/Award 3 txns

Insider Metcalfe Guy A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Units-NQDC	49.5754	$0.00	$0.00
Grant/Award	Dividend Equivalent Units (Phantom) - NQDC	1.785	$0.00	$0.00
Grant/Award	Phantom Shares - NQDC	221	$0.00	$0.00

Holdings After Transaction: Dividend Equivalent Units-NQDC — 6,326.1932 contracts (Direct); Dividend Equivalent Units (Phantom) - NQDC — 227.785 contracts (Direct); Phantom Shares - NQDC — 448.785 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

Phantom shares granted: 221 phantom shares DEUs on DSUs granted: 1.7850 units DEUs on deferred fees granted: 49.5754 units +3 more

6 metrics

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

Key Terms

Dividend Equivalent Units, Deferred Stock Units, Nonqualified Deferred Compensation Plan, phantom shares, +1 more

5 terms

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"

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.

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 Not now

Accepted by SEC EDGAR 07/02/2026 - 05:00 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^*

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)
06/30/2026

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)
			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)	06/30/2026	06/30/2026	A		49.5754		(1)	(1)	Common Stock	49.5754	$0(1)	6,326.1932	D
Dividend Equivalent Units (Phantom) - NQDC	$0(2)	06/30/2026	06/30/2026	A		1.785		(2)	(2)	Common Stock	1.785	$0(2)	227.785	D
Phantom Shares - NQDC	$0(3)	06/30/2026	06/30/2026	A		221		(3)	(3)	Common Stock	221	$0(3)	448.785	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 Guy A Metcalfe	07/02/2026
	** 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)