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Prologis (PLD) director Metcalfe awarded DEUs and phantom shares

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

Rhea-AI Filing Summary

Prologis, Inc. director Guy A. Metcalfe reported compensation-related awards rather than market trades. He acquired 36.7905 Dividend Equivalent Units tied to deferred stock units and 226 phantom shares under the company’s Nonqualified Deferred Compensation Plan. These awards track Prologis common stock and are settled in shares according to his deferral elections or upon service termination.

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Insider Metcalfe Guy A
Role Director
Type Security Shares Price Value
Grant/Award Dividend Equivalent Units-NQDC 36.791 $0.00 --
Grant/Award Phantom Shares - NQDC 226 $0.00 --
Holdings After Transaction: Dividend Equivalent Units-NQDC — 4,581.618 shares (Direct); Phantom Shares - NQDC — 226 shares (Direct)
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 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.
Dividend Equivalent Units granted 36.7905 units DEUs on Deferred Stock Units as of 2026-03-31
Derivative balance after DEU grant 4,581.6178 units Total DSUs and DEUs following transaction
Phantom shares granted 226.0000 shares Director fees deferred into phantom shares as of 2026-03-31
Phantom share balance 226.0000 shares Total phantom shares and DEUs following transaction
Dividend Equivalent Units (DEUs) financial
"DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate"
Deferred Stock Units (DSUs) financial
"Represents Dividend Equivalent Units (DEUs) earned on Deferred Stock Units (DSUs)"
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.
Nonqualified Deferred Compensation Plan (the NQDC Plan) financial
"deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (the NQDC Plan)"
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.
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*
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)
03/31/2026		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)03/31/202603/31/2026A36.7905 (1) (1)Common Stock36.7905$0.00(1)4,581.6178D
Phantom Shares - NQDC$0(2)03/31/202603/31/2026A226 (2) (2)Common Stock226$0(2)226D
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 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 Metcalfe04/02/2026
** 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

FAQ

What insider transactions did Prologis (PLD) director Guy Metcalfe report?

Guy Metcalfe reported , not open-market trades. He received 36.7905 Dividend Equivalent Units on deferred stock units and 226 phantom shares under Prologis’ Nonqualified Deferred Compensation Plan, all ultimately payable in Prologis common stock according to plan terms.

What are Dividend Equivalent Units in the Prologis (PLD) Form 4 filing?

Dividend Equivalent Units, or DEUs, are credits that mirror dividends on deferred stock units. They accrue at the Prologis common stock dividend rate and are paid in Prologis common shares, one share per DEU, when the underlying deferred stock units are settled under the plan.

How do Prologis (PLD) phantom shares work for director compensation?

Phantom shares in this filing are deferred director fees credited as share equivalents under the Nonqualified Deferred Compensation Plan. They vest upon issuance, accrue DEUs at the Prologis dividend rate, and are ultimately paid in Prologis common stock, one share per phantom share or DEU.

Did the Prologis (PLD) Form 4 show any insider share sales or purchases?

The Form 4 shows no open-market purchases or sales. Instead, it records two acquisition-type transactions coded “A” for grants or awards: Dividend Equivalent Units on deferred stock units and phantom shares, both linked to director compensation and deferred under the company’s nonqualified plan.

What are Deferred Stock Units (DSUs) in Prologis (PLD) director compensation?

Deferred Stock Units are stock-based awards deferred into future delivery. For Prologis directors, DSUs and related DEUs vest fully on the earlier of the first anniversary of the grant or the next annual stockholder meeting, then are paid in Prologis common stock at one share per unit.