Form 4: Prologis Director Converts Deferred Stock Units into Common Stock

Prologis Director George L. Fotiades converted 1,824 deferred stock units and dividend equivalent units into common stock on June 1, 2025, as part of his compensation plan.

Summary

• George L. Fotiades, a Director of Prologis, Inc. (PLD), reported a transaction involving the conversion of deferred stock units (DSUs) and dividend equivalent units (DEUs) into common stock.
• On June 1, 2025, Mr. Fotiades acquired 1,824 shares of Prologis common stock through the conversion of DSUs and DEUs at a price of $0 per share.
• These units were deferred under the Prologis, Inc. Nonqualified Deferred Compensation Plan (NQDC Plan).
• The original grant terms allowed for the release of shares on the earlier of the third anniversary of the Grant Date (April 29, 2024) or the elected deferral date of June 1, 2025.
• DSUs and DEUs convert into Prologis common stock on a 1-for-1 basis upon vesting and have no exercise price or expiration date.
• Following this transaction, Mr. Fotiades directly beneficially owns 1,824 shares of Common Stock.
• Additionally, Mr. Fotiades indirectly beneficially owns 8,000 shares of Common Stock held in a trust with his spouse as sole trustee, where he has no voting or investment power.
• He also beneficially owns 44,371.8114 derivative securities in the form of Deferred Stock Units and Dividend Equivalent Units-NQDC.

Sentiment

Score: 7

Explanation: The document reports a routine and expected vesting of equity compensation for a director, which is a positive event for the individual and neutral for the company, reflecting standard corporate governance and compensation practices.

Positives

• The transaction represents the vesting and conversion of equity compensation for a director, indicating a routine and expected compensation event.
• The conversion increases the direct beneficial ownership of common stock by a director, aligning his interests further with shareholders.

Future Outlook

This Form 4 filing reports a past transaction and does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• The transaction reflects the terms of the Prologis, Inc. Nonqualified Deferred Compensation Plan, under which Deferred Stock Units and Dividend Equivalent Units convert into common stock upon vesting.

Industry Context

The conversion of deferred equity compensation into common stock is a standard practice for directors and executives in publicly traded companies across various industries, including the real estate investment trust (REIT) sector where Prologis operates. This type of transaction is a routine part of executive compensation and governance.

Comparison to Industry Standards

• The vesting and conversion of deferred stock units is a common form of equity compensation for directors and executives in publicly traded companies, aligning with typical industry practices for long-term incentive plans.
• The 1-for-1 conversion ratio of DSUs/DEUs to common stock is standard for such plans.
• The reporting of beneficial ownership, including direct and indirect holdings (e.g., via trusts), adheres to SEC disclosure requirements for insider transactions, consistent with global benchmarks for corporate transparency.

Related Party Transactions

• 8,000 shares of Common Stock are held indirectly in a trust with the reporting person's spouse as sole trustee, where the reporting person has no voting or investment power. This constitutes a related party holding.

Stakeholder Impact

• Shareholders: The transaction is a routine compensation event and does not directly impact the company's operational performance or financial health. It slightly increases the number of outstanding shares but is generally not considered material enough to significantly dilute existing shareholders.
• Employees: No direct impact on employees beyond the reporting person.

Key Dates

Keywords

Prologis, PLD, SEC Form 4, Insider Transaction, Deferred Stock Units, Dividend Equivalent Units, Director Compensation, Equity Compensation, Beneficial Ownership, Nonqualified Deferred Compensation Plan