UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2025

PROLOGIS, INC.

PROLOGIS, L.P.

(Exact name of registrant as specified in charter)

Registrants’ Telephone Number, including Area Code: (415)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or the Securities Exchange Act of 1934 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Effective January 1, 2026, (as reported in our Form filed on February 19, 2025) Daniel S. Letter became Chief Executive Officer (“CEO”) of Prologis, Inc. (the “Company”) and Hamid R. Moghadam became Executive Chairman of the Board of Directors (the “Board”) of the Company. On January 20, 2026, the Talent and Compensation Committee (the “Compensation Committee”) of the Board approved compensation packages for Mr. Letter and Mr. Moghadam reflecting their new roles.

In connection with his appointment as CEO, Mr. Letter’s annual base salary will be $1,000,000. Mr. Letter is eligible for an annual bonus with a target amount of 200% of his base salary and an annual long-term incentive (“LTI”) equity award with a target amount of $15,750,000 for 2026. Depending on performance, the actual amounts payable as bonus and LTI awards to Mr. Letter may be less than, greater than, or equal to such target amounts. Mr. Letter will continue to be eligible to receive awards under the Fourth Amended and Restated Prologis Promote Plan, as amended (“PPP”), with the specific amount of such awards, if any, to be determined by the Compensation Committee at the time such awards are granted. The receipt and amount of any bonus, LTI, or PPP award granted to Mr. Letter is contingent upon the achievement of performance objectives, which will be substantially the same as the objectives established for the Company’s other executive officers (such as those reported in our Proxy Statement filed on March 28, 2025).

As Executive Chairman, Mr. Moghadam is expected to receive annual compensation delivered in performance-based equity awards in the form of Performance Stock Units (“PSUs”). For 2026, Mr. Moghadam was granted a PSU award with a target value of $13,750,000. Depending on performance, the actual amount earned by Mr. Moghadam may be less than, greater than, or equal to such target amount. To support his retention following the transition to Executive Chairman, Mr. Moghadam also received a service-based grant under the Company’s 2020 Long-Term Incentive Plan of 220,000 LTIP Units (as defined in the Prologis, L.P. partnership agreement, as amended from time to time) that cliff vests on the third anniversary of the grant date.

(d) .

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.