04/02/2026 | Press release | Distributed by Public on 04/02/2026 16:47
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LTIP Units | (4) | 03/31/2026 | G | V | 852,817 | (4) | (4) | Common Stock | 852,817 | $0.01 | 479,926 | D | |||
| LTIP Units | (4) | 03/31/2026 | G | V | 128,986 | (4) | (4) | Common Stock | 128,986 | $0.01 | 350,940 | D | |||
| LTIP Units | (4) | 03/31/2026 | G | V | 852,817 | (4) | (4) | Common Stock | 852,817 | $0.01 | 2,559,802 | I | By LLC(5) | ||
| LTIP Units | (4) | 03/31/2026 | G | V | 128,986 | (4) | (4) | Common Stock | 128,986 | $0.01 | 2,688,788 | I | By LLC(5) | ||
| LTIP Units | (4) | (4) | (4) | Common Stock | 18,233 | 18,233 | I | By Trust(6) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Moghadam Hamid C/O PROLOGIS, INC., PIER 1, BAY 1 SAN FRANCISCO, CA 94111 |
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| /s/ Tammy Colvocoresses Attorney-In-Fact for Hamid R. Moghadam | 04/02/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The common stock held by the LLC prior to the transactions reported herein reflect a transfer of 1,019,089 shares of common stock previously reported as held by the LLC to its sole member, a trust for the benefit of the reporting person's children and for which the reporting person has investment control (the "2021 Trust"). The transfer of common stock to the 2021 Trust effected a change in form of ownership without changing the reporting person's pecuniary interest. |
| (2) | Held indirectly through a rabbi trust pursuant to our nonqualified deferred compensation plans. |
| (3) | Held indirectly in a trust with the reporting person as trustee. |
| (4) | Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in Prologis, L.P. (a "Common Unit"). Each Common Unit acquired upon conversion of a vested LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of Common Stock of the Company (the "Common Stock"), except that the Company may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert vested LTIP Units into Common Units and redeem Common Units have no expiration dates. |
| (5) | Represents LTIP Units transferred to a Limited Liability Company (LLC) where the reporting person is the manager. |
| (6) | Represents LTIP Units held indirectly in the 2021 Trust, which were previously reported as held indirectly in a trust FBO the reporting person with the reporting person and his spouse as sole trustees. |