Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On December 1, 2021, the Talent and Compensation Committee of the Board of Directors of Prologis, Inc. approved the Third Amended and Restated Prologis Promote Plan, replacing the Second Amended and Restated Prologis Promote Plan. This Third Amended and Restated Prologis Promote Plan amends and restates the earlier plan to align the awards granted to all participants under the plan with the awards granted to Senior Executives (as previously defined under the Second Amended and Restated Prologis Promote Plan) with respect to the division of awards between cash and equity.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits




Exhibit
  No.       Description

10.1          Third Amended and Restated Prologis Promote Plan

 104        Cover Page Interactive Data File (embedded within the Inline XBRL document)


                                       2

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