Prologis, Inc. SEC Filings

Prologis, Inc. reported new long-term incentive awards for its Chief Financial Officer, Timothy D. Arndt. On 01/20/2026, he received 8,133 LTIP Units of Prologis, L.P. at a price of $0.01 per unit, which vest 25% each year over four years, subject to continued employment, under the 2020 Long-Term Incentive Plan.

On the same date, he was also granted 10,301 LTIP Units issued in exchange for his cash bonus at the same value as the cash bonus, vesting 100% on the issuance date under the same plan. Following these grants, he beneficially owned 290,242 LTIP Units on a direct basis. Once vested and subject to tax allocation conditions, each LTIP Unit can be converted into a Common Unit of Prologis, L.P., which may then be redeemed for cash equal to the fair market value of one share of Prologis common stock, or, at the company’s election, for one share of common stock, with no stated expiration.

Prologis, Inc. (PLD) reported that its Chief Operating Officer, Andrus Carter, received new long-term incentive awards in the form of LTIP Units of Prologis, L.P. On January 20, 2026, Carter was granted 5,803 LTIP Units that vest 25% per year over four years, subject to continued employment, under the company’s 2020 Long-Term Incentive Plan.

On the same date, Carter received an additional 7,883 LTIP Units issued in exchange for his cash bonus at the same value as the bonus, which vest 100% on the issuance date. After these awards, he beneficially owns 173,307 LTIP Units directly. Once vested and subject to tax allocation conditions, each LTIP Unit can be converted into a partnership Common Unit, which may then be redeemed for cash equal to the fair market value of one share of Prologis common stock or, at the company’s election, for one share of common stock, with no stated expiration on these conversion and redemption rights.

Prologis, Inc. updated investors on the compensation packages for its new Chief Executive Officer, Daniel S. Letter, and Executive Chairman, Hamid R. Moghadam, following their previously reported leadership transition effective January 1, 2026. The Talent and Compensation Committee approved Mr. Letter’s compensation with an annual base salary of $1,000,000, an annual bonus opportunity targeted at 200% of base salary, and a 2026 long-term incentive equity award target of $15,750,000, all tied to performance goals similar to those for other executive officers. Mr. Letter remains eligible for additional awards under the Prologis Promote Plan at the committee’s discretion.

As Executive Chairman, Mr. Moghadam is expected to receive annual compensation in performance-based equity. For 2026, he was granted Performance Stock Units with a target value of $13,750,000, with actual payouts depending on performance. To support retention after his transition, he also received a one-time grant of 220,000 LTIP Units under the 2020 Long-Term Incentive Plan that cliff vests on the third anniversary of the grant date.

Prologis, Inc., as general partner of Prologis, L.P., furnished an update announcing its fourth quarter 2025 financial results. The company did this through a press release and related supplemental information dated January 21, 2026, which are included as Exhibits 99.2 and 99.1. These materials are provided for informational purposes under Items 2.02 and 7.01 of the Exchange Act and are designated as furnished rather than filed, meaning they are not automatically part of other securities law filings unless specifically incorporated by reference.

Prologis, Inc. is having its role as guarantor of its 3.000% Notes due 2026 removed from listing and/or registration on the New York Stock Exchange. The Exchange filed this notification on Form 25, certifying that it has followed its own rules and the requirements of securities regulations to strike this debt security from listing. The notice is signed on behalf of the New York Stock Exchange by an authorized analyst, confirming the Exchange’s belief that it meets all requirements for this delisting action.

Prologis, Inc. executive Damon Austin, the company’s Chief Development Officer, reported his initial beneficial ownership of derivative equity awards. As of 01/01/2026, he directly holds LTIP Units that are exercisable for 133,679 shares of Prologis common stock at an exercise price of $0.01 per share.

According to the disclosure, once vested and subject to tax allocation conditions, each LTIP Unit can be converted into a common partnership unit of Prologis, L.P. Each such partnership unit may then be redeemed, at the holder’s election, for cash equal to the fair market value of one share of Prologis common stock, while Prologis may choose instead to deliver one share of common stock per unit. The rights to convert LTIP Units and redeem the resulting partnership units have no expiration dates.

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 (or on specified board-related dates), and are ultimately paid in Prologis common stock at one common share per DSU or DEU.

Prologis, Inc. reported an insider equity transaction by a director. On 12/31/2025, the director received 51.1275 Dividend Equivalent Units (DEUs) under the Prologis, Inc. Nonqualified Deferred Compensation Plan. These DEUs were earned on Deferred Stock Units (DSUs) associated with current board service and accrue at the Prologis common stock dividend rate when dividends are paid.

The DEUs and underlying DSUs vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of stockholders after the grant date. They are paid in Prologis common stock at one share per DSU or DEU. Following this transaction, the director beneficially owned 6,513.4405 derivative securities, including DSUs and DEUs, held in direct form.

Prologis, Inc. director reports additional deferred equity units tied to dividends. A single reporting person, identified through a power of attorney for George L. Fotiades, filed a Form 4 for Prologis common stock. On 12/31/2025, multiple transactions credited dividend equivalent units (DEUs) linked to deferred stock units (DSUs) and phantom shares, including 182.3708 and 357.5524 DEUs under the company’s Nonqualified Deferred Compensation Plan.

The DEUs are earned at the Prologis common stock dividend rate and generally vest upon issuance or on the earlier of the first anniversary of the grant date or the first annual stockholder meeting after the grant. Payment of DSUs, phantom shares, and related DEUs is deferred and ultimately settled in Prologis common stock at one share per unit or DEU, typically upon or after the director’s service ends.