Form 4: Prologis Director O'Connor Acquires DEUs

Prologis Director David P. O'Connor reported the acquisition of 204.9062 Dividend Equivalent Units under the company's Nonqualified Deferred Compensation Plan.

Summary

• David P. O'Connor, a Director of Prologis, Inc. (PLD), reported a transaction on December 31, 2025.
• The transaction involved the acquisition of 204.9062 Dividend Equivalent Units (DEUs) under the Prologis, Inc. Nonqualified Deferred Compensation Plan (NQDC Plan).
• These DEUs accrue on outstanding Deferred Stock Units (DSUs) at the Prologis common stock dividend rate.
• 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 (typically in May).
• Following this transaction, O'Connor beneficially owns 26,104.2459 DEUs (including DSUs).
• DEUs and DSUs are paid out in Prologis common stock at a rate of one common share per unit.

Sentiment

Score: 6

Explanation: Slightly positive as it indicates an increase in director's beneficial ownership through routine compensation, aligning interests with shareholders, but it's a standard, non-eventful filing.

Positives

• Director O'Connor acquired additional Dividend Equivalent Units, increasing his beneficial ownership.
• The acquisition of DEUs aligns the director's interests with shareholders through dividend accrual and eventual conversion to common stock.

Future Outlook

The Dividend Equivalent Units and underlying Deferred Stock Units are scheduled to vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of stockholders of Prologis after the grant date, generally in May each year, and will be paid in Prologis common stock.

Industry Context

This is a routine insider transaction filing for a director's compensation, which is common practice across publicly traded companies, particularly for real estate investment trusts (REITs) like Prologis. It reflects standard corporate governance practices for executive and director remuneration.

Comparison to Industry Standards

• The use of Deferred Stock Units (DSUs) and Dividend Equivalent Units (DEUs) as part of director compensation is a common practice in corporate governance, aligning director interests with long-term shareholder value.
• Many large-cap REITs and S&P 500 companies utilize similar nonqualified deferred compensation plans to provide equity-based incentives and defer income for directors and executives.
• The vesting schedule (earlier of first anniversary or next annual meeting) is typical for annual equity grants to directors.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholders through equity-based compensation.
• Director (David P. O'Connor): Receives additional compensation in the form of DEUs, which will convert to common stock, increasing his stake in the company.

Next Steps

• Vesting of the acquired Dividend Equivalent Units and underlying Deferred Stock Units on the earlier of the first anniversary of the grant date or the first annual meeting of stockholders after the grant date.
• Eventual payment of DEUs and DSUs in Prologis common stock.

Key Dates

Keywords

Prologis, PLD, SEC Form 4, Insider Transaction, Dividend Equivalent Units, DEUs, Deferred Stock Units, DSUs, Director Compensation, Nonqualified Deferred Compensation Plan, NQDC Plan