Form 4: Prologis Director Acquires Dividend Equivalent Units

Prologis Director Lydia H. Kennard acquired 51.1275 Dividend Equivalent Units under the company's Nonqualified Deferred Compensation Plan.

Summary

• Lydia H. Kennard, a Director of Prologis, Inc. (PLD), acquired 51.1275 Dividend Equivalent Units (DEUs) on December 31, 2025.
• These DEUs were earned on Deferred Stock Units (DSUs) associated with her current service on the board and are deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (NQDC Plan).
• DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate when dividends are paid on Prologis common stock.
• Both DEUs and the 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 (typically in May each year).
• The receipt of these DEUs is deferred along with the underlying DSUs, and they are paid in the form of Prologis common stock at a rate of one common share per DSU or DEU.
• Following this transaction, Ms. Kennard's beneficial ownership of derivative securities (including DSUs and DEUs) is 6,513.4405 units.

Sentiment

Score: 7

Explanation: The filing reports a routine compensation event where a director acquired additional equity-linked units, which is generally viewed as a positive for aligning management and shareholder interests, without indicating any new risks or significant operational changes.

Positives

• The acquisition of Dividend Equivalent Units increases the director's beneficial ownership, further aligning her interests with those of shareholders.
• The Nonqualified Deferred Compensation Plan encourages long-term commitment and retention of board members by deferring compensation and linking it to company performance (dividends).

Future Outlook

The acquired Dividend Equivalent Units and underlying Deferred Stock Units will vest 100% on the earlier of the first anniversary of their grant date or the first annual meeting of Prologis stockholders after the grant date, typically in May each year.

Industry Context

This transaction represents a routine compensation event for a director, consistent with common corporate governance practices where non-employee directors receive a portion of their compensation in equity or equity-linked instruments to align their interests with long-term shareholder value.

Comparison to Industry Standards

• The use of Deferred Stock Units and Dividend Equivalent Units as part of director compensation is a standard practice across many publicly traded companies, particularly in the REIT sector, to foster long-term alignment with shareholder interests.
• This compensation structure is comparable to those seen at other large-cap REITs, where equity-based awards are a significant component of non-executive director remuneration.

Corporate Governance

Related Party Transactions

• The acquisition of Dividend Equivalent Units by Lydia H. Kennard, a director, is a related party transaction as it involves compensation from the company to a member of its board of directors, structured under the company's NQDC Plan.

Stakeholder Impact

• Shareholders: The increase in director's beneficial ownership through DEUs further aligns the director's financial interests with long-term shareholder value.
• Employees: No direct impact on employees is indicated by this specific director compensation report.

Next Steps

• Vesting of the acquired Dividend Equivalent Units and their underlying Deferred Stock Units will occur on the earlier of the first anniversary of the grant date or the first annual meeting of stockholders after the grant date.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of Dividend Equivalent Units by a director as part of their compensation plan. It does not present new information that would significantly alter the investment thesis for Prologis, Inc., thus a 'hold' recommendation remains appropriate.

Keywords

Prologis, PLD, Form 4, insider transaction, director compensation, dividend equivalent units, deferred stock units, NQDC plan, beneficial ownership