March 19, 2026

To our stockholders:

I invite you to attend the 2026 Annual Meeting of Stockholders of Prologis, Inc. at 1:30 p.m. Pacific Time on April 28, 2026. Our Annual Meeting will be held in a virtual format only. You will not be able to attend the Annual Meeting in person.

Items of business. The following items of business will be conducted at our 2026 Annual Meeting of Stockholders:

Proxy Materials. On or about March 19, 2026, we intend to distribute to our stockholders:

On behalf of the Board of Directors,

2025 BUSINESS HIGHLIGHTS

Our Business Model Delivers Long-Term Growth

For further detail, please see “Compensation Discussion and Analysis.”

2025 COMPENSATION HIGHLIGHTS

Compensation Design Drives Long-Term Stockholder Value Creation

For further detail, please see “Compensation Discussion and Analysis.”

Recent Awards and Honors⁽¹⁾

The Wall Street Journal & Drucker Institute 250 Best-Managed Companies (2025); #3 in employee engagement, #7 in customer satisfaction		U.S. News & World Report Best Companies to Work For: overall, real estate, west region and supporting family caregiving (2025-26)		Green Star Recognition (2025) Prologis and six of our co-investment vehicles participated and earned Green Star recognition
4.7 overall rating, 96% would recommend to a friend, 100% CEO approval as of January 2026		America’s Greenest Companies (2026) and America’s Most Responsible Companies (2026)		Global 100 Most Sustainable Companies in the World (2026)
TIME World’s Most Influential Companies (2025)		TIME World’s Most Sustainable Companies (2025)		Transparency Awards (2025); #1 in real estate
“A-” Climate Rating (2025)		ISS Corporate ESG Rating of “Prime” as of January 2026		“AA” ESG Rating as of December 2025
Dow Jones Best-in-Class World Index (2024); top 10% globally		Solar Means Business Report (2024); #2 for corporate onsite solar generation capacity		Nareit: Industrial “Leader in the Light” (2024), 13th consecutive year

Proposals Submitted to Vote at the 2026 Annual Meeting

We are asking our stockholders of record as of the close of business on March 6, 2026, to consider and vote on the following matters at our 2026 Annual Meeting of Stockholders to be held on April 28, 2026. Please see the section entitled “Additional Information” for details on how to vote and the vote required to approve these matters.

Prologis Corporate Governance Tear Sheet

PROPOSAL 1

Election of Directors

The Board is currently composed of 12 directors, all of whom, other than Irving Lyons III, are standing to be elected to the Board at the 2026 Annual Meeting. If elected, each individual will hold office until the 2027 Annual Meeting and until their successors are duly elected and qualified.

Our bylaws provide for a majority voting standard for the election of directors. See “Additional Information—Proxy and Annual Meeting FAQ” for further detail.

The shares represented by the proxies received will be voted for the election of each of the 11 nominees named below, unless you indicate in the proxy that your vote should be cast against any or all of the director nominees or you abstain from voting. Each nominee elected as a director will continue in office until his or her successor has been duly elected and qualified or until the earliest of his or her resignation, retirement or death.

Board Evaluations and Process for Selecting Directors

Rigorous Board evaluation and refreshment process

Our annual Board evaluation process involves assessments at the Board, Board committee and individual director levels. Through this process, the Board determines who should be nominated to stand for election based on current company and Board needs.

Our Governance Committee discusses Board succession and reviews potential candidates. This process is based on the results of annual Board evaluations and takes place throughout the course of the year.

Our Governance Guidelines also ensure regular Board refreshment, providing that directors will not be nominated or appointed to the Board if they are, or would be, 75 years old or older at the time of the election or appointment.

2026 Board evaluation feedback

Key feedback from our Board evaluation process:

Regular Board refreshment

The Board is committed to regular refreshment to maintain an optimal balance of skills, backgrounds and perspectives. We have successfully onboarded nine new directors since 2015,⁽¹⁾ with four new directors in the last five years, increasing the breadth of experience of our Board.

The Board was completely refreshed and rebuilt at the time of the Merger in 2011.⁽²⁾ The Merger essentially created a new company with a new operating and corporate platform. At that time, all directors underwent intensive review to determine which directors would best fit the newly created combined company. Each director selected in this rebuilding process was onboarded as a new director to the newly established company. These directors were required to perform in a new governance environment with new structures, processes, committees and guidelines.

As a result of our regular Board refreshment, the directors nominated for election at our 2026 Annual Meeting comprise an appropriate mix of tenures: four directors with less than four years of tenure, four directors with tenure between six and 12 years and three with more than 12 years of tenure. This mix balances experience and institutional knowledge with fresh perspectives.

The Board is focused on director succession planning. As directors approach the maximum age limit set forth in our director age policy, the Board proactively formulates a plan to transition key leadership positions and maintain the appropriate balance of institutional knowledge on the Board. For example, refer to page 19 regarding our lead independent director role. As discussed in “Director Qualifications,” the Board continually assesses the current needs of the Board, based on the strategic priorities of the company and the skill set needs of the Board.

BALANCED DISTRIBUTION OF DIRECTOR TENURE⁽³⁾

Director Qualifications

Director skills and experience support our business strategy

Below are areas of knowledge, skill and experience our Board identified during the Board evaluation process as important to support our current business strategy. Having such qualifications on our Board, coupled with varied backgrounds and perspectives, is critical to strong oversight and proven long-term results.

Board composition

The Governance Committee focuses on identifying and nominating qualified director candidates with varied professional expertise and backgrounds that align with our company’s strategic business needs. The directors nominated for election at our 2026 Annual Meeting have the blend of experience we need.

In making its nominations, the Governance Committee also assesses each director nominee by key characteristics, including courage to voice opinions, integrity, accountability, good judgment, supportiveness in working with others and willingness to commit the time needed to satisfy the requirements of Board and committee membership. We also seek directors with skillsets that support our emerging areas of focus, including related to data centers.

PROLOGIS BOARD COMPOSITION⁽¹⁾

Director Nominees

Ms. Bita, 47, is a vice president of finance at Google and serves as the business finance officer for Google’s Platforms and Devices and Global Marketing organizations. She leads global finance activities for the Android Ecosystem, Google Play store, Chrome, Chrome OS, Photos, Google One, 1P Devices and Services, Home and Health, and for the company’s Marketing and Communications & Public Affairs activities. Ms. Bita has held many finance leadership roles over the course of her 20-year career at Google that also included sales and business development, consumer products, platforms and ecosystems, general and administrative, technical infrastructure and enterprise. As a business executive at Google, she also led Strategy, Insights/Analytics and Business Operations for Devices and Services and served in the past as the chair of the Google Sustainability Board. Prior to Google, Ms. Bita held various positions at Siemens/Osram in the Business Unit Controllership and Corporate Financial Planning and Analysis groups.

Other relevant qualifications: Ms. Bita holds a Master of Science in finance from the Boston College Wallace E. Carroll School of Management and a Bachelor of Science in business administration (accounting) from Salem State University. She is also a Certified Management Accountant (CMA).

Skills related to company opportunities and risks: Ms. Bita’s experience in innovation and technology gained from her tenure at Google supports our strategic initiatives to stay ahead of the evolution of the supply chain and our customers’ needs by integrating data systems and technology across our core real estate and Essentials Solutions and Energy Solutions businesses. Ms. Bita also served as the chair of the Google Sustainability Board, which provides valuable insights in support of our Global Impact & Sustainability program.

Mr. Connor, 67, was most recently chairman and chief executive officer of Duke Realty Corporation, an NYSE-listed company that specialized in modern, bulk warehouse and logistics facilities and was acquired by Prologis in October 2022. He joined Duke Realty in 1998 and served in several leadership positions before being named CEO of Duke Realty in 2016. Before joining Duke Realty, Mr. Connor held numerous executive and brokerage positions with Cushman & Wakefield. In addition, he is a member of the board of trustees of EPR Properties, a publicly traded REIT focused on real estate venues that facilitate out-of-home leisure and recreation experiences, and he serves on the board of directors of Healthpeak Properties, Inc., a publicly traded REIT focused on real estate related to the healthcare industry.

Other relevant qualifications: Mr. Connor holds a Bachelor of Business Administration degree with a minor in real estate finance from Western Illinois University.

Skills related to company opportunities and risks: Mr. Connor brings over a quarter-century of experience in the logistics REIT industry, including seven years as a public company CEO. His deep experience guides all aspects of our business related to the logistics real estate industry.

				George L. Fotiades   l Director since June 2011 (prior to the Merger, served as a trustee of the Trust from December 2001 to June 2011)   l Board committees: Compensation (chair)   l Other public directorships: AptarGroup, Inc.

Mr. Fotiades, 72, served as president and chief executive officer of Cantel Medical Corp., a provider of infection prevention and control products, from 2019 until his retirement in 2021. He was an operating partner at Five Arrows Capital Partners (Rothschild Merchant Banking) from April 2017 until March 2019. From April 2007 to April 2017, Mr. Fotiades was a partner, healthcare investments, at Diamond Castle Holdings LLP, a private equity firm. He was chairman of Catalent Pharma Solutions, Inc., a provider of advanced technologies for pharmaceutical, biotechnology and consumer health companies, from June 2007 to February 2010. Mr. Fotiades was previously the president and chief operating officer of Cardinal Health, Inc. and served as president and chief executive officer of Cardinal’s Pharmaceutical Technologies and Services segment. He also served as president of Warner-Lambert’s consumer healthcare business, as well as in other senior positions at Bristol-Myers Squibb, Wyeth and Procter & Gamble. Mr. Fotiades is a member of the board of AptarGroup, Inc., a global dispensing systems company. He previously served on the boards of Cantel Medical Corp. and Alberto-Culver Company, a consumer products company specializing in hair and skincare products.

Other relevant qualifications: Mr. Fotiades holds a Master of Management from The Kellogg School of Management at Northwestern University and a Bachelor of Arts from Amherst College.

Skills related to company opportunities and risks: Mr. Fotiades brings experience as a public company CEO who ran large-scale global operations, as well as years of experience in the private equity industry. His experience at various consumer products and services companies adds valuable insights as we continue to grow our Essentials Solutions and Energy Solutions businesses.

				Lydia H. Kennard   l Director since August 2004   l Board committees: Governance (chair)   l Other public directorships: Freeport-McMoRan Inc. and Vulcan Materials Company

Ms. Kennard, 71, is the founder and chief executive officer of KDG Construction Consulting, a provider of project and construction management services, and Quality Engineering Solutions, a pavement engineering and construction inspection company. She is also president of KDG Pavements, a North Carolina professional corporation, and a principal of KDG Aviation, an aviation-focused real estate operating and development company. Ms. Kennard served as chief executive officer of Los Angeles World Airports, a system of airports comprising Los Angeles International, Ontario International Airport, Palmdale Regional and Van Nuys General Aviation Airports, from 1999 to 2003, and again from 2005 to 2007. From 1994 to 1999, she served as the system’s deputy executive for design and construction. Ms. Kennard is a member of the boards of Vulcan Materials Company, the nation’s largest producer of construction aggregates, and Freeport-McMoRan, Inc., a natural resources company. She was previously a member of the boards of URS Corporation, a provider of engineering, construction and technical services; Healthpeak Properties, Inc., a national health care-focused REIT; and AECOM, a global infrastructure consulting firm.

Other relevant qualifications: Ms. Kennard holds a Juris Doctor degree from Harvard Law School, a master’s degree in city planning from the Massachusetts Institute of Technology, and a Bachelor of Science in urban planning and management from Stanford University.

Skills related to company opportunities and risks: Ms. Kennard’s deep experience in the construction industry and urban planning supports our robust development platform. Her background as CEO of Los Angeles World Airports guides our efforts to grow our global logistics real estate business. As the owner of a construction analytics and solutions company, Ms. Kennard also provides experience in customer services and solutions.

				Daniel S. Letter   l Director since February 2025   l Board committees: Executive   l Other public directorships: None

Mr. Letter, 49, has served as our CEO since January 1, 2026. Mr. Letter was Prologis’ president from January 2023 to December 2025, where he oversaw most of Prologis’ business lines, including global real estate operations, capital deployment, Strategic Capital, Essentials Solutions and Energy Solutions. He previously served as global head of capital deployment, where he was responsible for the company’s Investment Committee, deployment pipeline management and multimarket portfolio acquisitions and dispositions. Mr. Letter has held various other leadership positions with the company since joining in 2004, including president of the U.S. Central Region, and managing director, capital deployment of the U.S. West Region.

Other relevant qualifications: Mr. Letter is a member of the National Association of REITs (Nareit) executive board, The Real Estate Roundtable and the advisory board of the Vieth Institute for Real Estate Leadership at Marquette University. He holds a Bachelor of Science in civil engineering from Marquette University.

Skills related to company opportunities and risks: Mr. Letter, who has been with the company for over 20 years, leads Prologis’ strategic, operational and investment decisions, with deep industry experience and a leadership style rooted in collaboration and innovation. As CEO, he also represents the company with key stakeholders, including customers, public and private investors and media, and advocates for the industry at major conferences and policy-making events. He brings accountability for cultivating a high-performance culture and ensuring the leadership depth, succession planning and organizational discipline required to execute the company’s long-term strategy. He played a significant role in Prologis’ tremendous growth and brings a strong record of operational leadership and strategic execution to his role as CEO and director.

				Guy A. Metcalfe   l Director since May 2024   l Board committees: Governance   l Other public directorships: CBRE Group, Inc. and RioCan Real Estate Investment Trust

Mr. Metcalfe, 58, was a managing director and member of Morgan Stanley’s investment banking executive committee and led its real estate investment banking business for approximately two decades before retiring as Global Chairman in January 2024. During his more than 33 years at Morgan Stanley, Mr. Metcalfe was involved in over $850B of transactions. He has served as a strategic and financial advisor to Prologis and its predecessor, AMB Property Corporation, and has been involved in mergers and acquisitions and capital markets transactions for Prologis and many other real estate companies globally. Mr. Metcalfe is a member of the board of directors of CBRE Group, Inc., a commercial real estate services and investments firm, and a member of the board of trustees of RioCan Real Estate Investment Trust, a Canadian publicly traded REIT. He is a senior advisor to KKR & Co. Inc., a publicly traded global investment firm.

Other relevant qualifications: Mr. Metcalfe holds a Bachelor of Arts degree in business administration (with honors) from the Ivey Business School at the University of Western Ontario.

Skills related to company opportunities and risks: Mr. Metcalfe has a substantial background in real estate investment banking and robust experience serving as an advisor on major transactions in the real estate industry, including notable M&A transactions, capital markets transactions and significant private capital raises. His depth of transactional experience supports the continued growth of our core real estate business and Strategic Capital vehicles and makes him a valuable strategic advisor to the company’s capital-raising, M&A and capital markets initiatives.

				Avid Modjtabai   l Director since February 2020   l Board committees: Audit (chair)   l Other public directorships: Avnet, Inc.

Ms. Modjtabai, 64, served as the senior executive vice president and head of the Payments, Virtual Solutions and Innovation Group at Wells Fargo from 2016 until her retirement in March 2020. Prior to that, she served in various leadership roles at Wells Fargo, including group head for Wells Fargo Consumer Lending from 2011 to 2016, chief information officer and head of the Technology and Operations Group from 2008 to 2011, chief information officer and head of technology from 2007 to 2008 and director of human resources from 2005 to 2007. Ms. Modjtabai is a member of the board of Avnet, Inc., a global technology solutions provider.

Other relevant qualifications: Ms. Modjtabai holds a Master of Business Administration in finance from Columbia University and a Bachelor of Science in industrial engineering from Stanford University.

Skills related to company opportunities and risks: As the former chief information officer and head of technology at Wells Fargo, Ms. Modjtabai brings her experience overseeing core technology functions to our Board. Her knowledge and skill in these areas supports the company’s data and technology initiatives, as well as our cybersecurity program. Ms. Modjtabai’s tenure as head of Payments, Virtual Solutions and Innovation at Wells Fargo brings additional customer solutions experience to our Board.

				Hamid R. Moghadam   l Chairman of the Board since January 2000; director since November 1997   l Board committees: Executive   l Other public directorships: None

Mr. Moghadam, 69, is the co-founder and executive chairman of Prologis. He led the company for over 40 years, including as chief executive officer of AMB Property Corporation, Prologis’ predecessor company, from its initial public offering in 1997 until the 2011 Merger and then as Prologis’ chief executive officer until December 2025.

Other relevant qualifications: Mr. Moghadam serves on MIT’s Real Estate Advisory Committee, Stanford Graduate School of Business’ Special Committee and is a member of the Business Roundtable. Mr. Moghadam is a former trustee of Stanford University, former chairman of the board of the Stanford Management Company and previously served on the Executive Committee of the board of directors of the Urban Land Institute. Mr. Moghadam holds bachelor’s and master’s degrees in engineering from the Massachusetts Institute of Technology and a Master of Business Administration from the Graduate School of Business at Stanford University.

Skills related to company opportunities and risks: Mr. Moghadam co-founded our company over 40 years ago and built an unparalleled platform that encompasses global asset management through Strategic Capital and growth beyond real estate with Essentials Solutions and Energy Solutions. Under his leadership, Prologis grew into the global leader in logistics real estate and one of the top 100 companies in the S&P 500, serving thousands of customers with a 1.3 billion-square-foot portfolio across 20 countries.

				David P. O’Connor   l Director since January 2015   l Board committees: Audit, Compensation   l Other public directorships: None

Mr. O’Connor, 61, is a private investor, managing partner of High Rise Capital Partners, LLC, a private real estate investment firm. He is a former co-chairman of HighBrook Investors LLC, a real estate private equity firm, and was the co-founder and senior managing partner of High Rise Capital Management LP, a real estate securities hedge fund manager that operated from 2001 to 2011. Prior to that, he was a principal, co-portfolio manager and investment committee member of European Investors, Inc., a large dedicated real estate investment trust investor, from 1994 to 2000. He previously served on the boards of Regency Centers Corporation, a publicly traded real estate investment trust specializing in shopping centers, Songbird Estates plc, the former majority owner of Canary Wharf in London, and Paramount Group, Inc., a formerly publicly traded real estate investment and management company specializing in office buildings.

Other relevant qualifications: Mr. O’Connor received a Master of Science in real estate from New York University and holds a Bachelor of Science from the Boston College Wallace E. Carroll School of Management.

Skills related to company opportunities and risks: Mr. O’Connor will assume the role of lead independent director upon the retirement of Mr. Lyons at the 2026 Annual Meeting. Mr. O’Connor’s leadership background in the real estate industry and expertise in real estate investment support all aspects of our global real estate operations, Strategic Capital business and capital markets activity and will guide his oversight as our lead independent director.

				Olivier Piani   l Director since May 2017   l Board committees: Audit, Compensation   l Other public directorships: None

Mr. Piani, 72, is the chief executive officer and founder of OP Conseils, a consulting company in real estate and finance that he started in January 2016. He was previously a senior consultant with Ardian, a major European private equity group. From September 2008 to December 2015, Mr. Piani was chief executive officer of Allianz Real Estate, the real estate and asset management investment platform for the Allianz Group. From 1998 to 2008, Mr. Piani built the pan-European platform for GE Capital Real Estate that spans seven different countries. Prior to joining GE in 1998, he was chief executive officer of UIC-Sofal, a real estate bank. From 1982 to 1995, Mr. Piani held various leadership positions in the Paribas Group in Paris, New York and London.

Other relevant qualifications: Mr. Piani is a graduate of Paris Ecole Superieure de Commerce de Paris and received a Master of Business Administration from Stanford University.

Skills related to company opportunities and risks: Mr. Piani’s experience in real estate and finance, gained through his career in private equity, asset management and banking, supports our long-term investment strategy and our Strategic Capital business. His financial expertise and deep knowledge of the European real estate market guide our operations and growth in that region, as well as our expansion into new markets.

				Sarah A. Slusser   l Director since May 2025   l Board committees: Governance   l Other public directorships: None

Ms. Slusser, 63, is the CEO of Cypress Creek Renewables, LLC, a solar and storage independent power producer that develops, owns and operates projects in the U.S. Cypress Creek owns a 1,700 MW operating fleet, has a Solar O&M Services business serving 4,000 MW of projects and has a 12,000 MW development pipeline. She joined Cypress Creek as CEO in 2019 to reposition the company for sustainable growth. Prior to joining Cypress Creek, Ms. Slusser founded Point Reyes Energy Partners LLC, a solar and energy storage advisory and development company, where she provided strategic advice to a number of large companies in the renewable energy sector. She remains a founding partner of Point Reyes Energy Partners LLC. Prior to this, Ms. Slusser co-founded GeoGlobal Energy LLC, a geothermal company in the U.S., Chile and Germany, which was sold to its cornerstone investor in 2015. Before co-founding GeoGlobal, she worked at The AES Corporation for 21 years, where she ultimately led the corporate mergers and acquisitions group. Ms. Slusser was president of one of eight divisions of AES that was responsible for all development, construction and operations in the Caribbean, Mexico and Central America. Ms. Slusser was previously a member of the board of TransAlta Corporation, Canada’s largest investor-owned power producer and wholesale marketer of electricity.

Other relevant qualifications: Ms. Slusser holds a Bachelor of Arts (cum laude) in geology from Harvard University and a Master of Business Administration from the Yale School of Management.

Skills related to company opportunities and risks: Ms. Slusser’s extensive leadership experience in the renewable energy sector provides valuable strategic insight to our Energy Solutions business, particularly in expanding our solar and energy storage solutions to benefit customers and optimize portfolio-wide energy efficiency. Her expertise in developing and scaling renewable projects supports Prologis’ sustainability initiatives, enhancing the company’s ability to integrate clean energy solutions to drive long-term stockholder value.

Director Independence

We require that a majority of the Board be independent in accordance with NYSE rules. To determine that a director is independent, the Board must affirmatively determine that there is no direct or indirect material relationship between the company and the director.

82% of the Board is independent⁽¹⁾

The Board has determined that all our directors nominated for election at our 2026 Annual Meeting, with the exception of Mr. Moghadam and Mr. Letter, are independent.

The Board reached this determination after considering all relevant facts and circumstances, reviewing director questionnaires and considering transactions and relationships, if any, between us, our affiliates, our executive officers and their affiliates, and each of the directors, members of each of their immediate families and their affiliates.

Audit, Governance and Compensation Committees are 100% independent

The Board has determined that all members of the Audit Committee, Governance Committee and Talent and Compensation Committee (“Compensation Committee”) of the Board are independent in accordance with NYSE and Securities and Exchange Commission (“SEC”) rules.

Board Leadership Structure

Our Governance Guidelines do not specify a leadership structure for the Board, allowing the Board the flexibility to choose the best option for the company as circumstances warrant. The Board believes strong independent leadership ensures effective oversight of the company. Such independent oversight is maintained through:

All of our independent directors have the ability to provide input for meeting agendas and are encouraged to raise topics for discussion by the Board. Our lead independent director reviews all meeting agendas in advance. In addition, the Board and each Board committee have complete and open access to any member of management.

Each committee has the authority to retain independent legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. The Board also holds executive sessions of only independent directors at every Board meeting to promote free and open discussion among the independent directors.

Executive chairman

Effective January 1, 2026, Hamid Moghadam transitioned from CEO to executive chairman of the Board. The Board believes that Mr. Moghadam’s service as executive chairman is in the best interests of the company and its stockholders. Please refer to page 39 for more information.

Our lead independent director role will continue to provide strong, independent oversight of the company, supported by fully independent Audit, Compensation and Governance committees and a Board more than 80% composed of independent, non-employee directors.

Please see “CEO and Management Succession Planning” and “Compensation Discussion and Analysis” for details about the implementation of our executive succession strategy as well as “Lead independent director” below regarding the significant authority and responsibilities of this key Board leadership role.

Lead independent director

If the chairman of the Board is not an independent director, the independent members of the Board will annually elect an independent director to serve in a lead capacity. The lead independent director is generally expected to serve for more than one year.

Mr. Lyons currently serves as the lead independent director. Mr. Lyons will not stand for re-election to our Board at our 2026 Annual Meeting. Accordingly, Mr. O’Connor was selected by our Governance Committee and the independent members of our Board to become the lead independent director effective immediately following our 2026 Annual Meeting, contingent on his reelection to the Board.

The lead independent director coordinates the activities of the other independent directors and performs other duties and responsibilities as determined by the Board.

The specific responsibilities of the lead independent director are currently as follows:

Board Committees

Pursuant to the Maryland General Corporation Law and our bylaws, our business, property and affairs are managed under the direction of the Board. Members of the Board are kept informed of our business through our executive management team.

The four standing committees of the Board are: Audit, Board Governance and Nomination, Talent and Compensation, and the Board Executive Committee (the “Executive Committee”). The Board determined that each member of the Audit, Governance and Compensation Committees is an independent director in accordance with NYSE and SEC rules.

The current membership information for our Board committees is presented below.

Each committee has a charter that generally states the purpose of the committee and outlines its structure and responsibilities. The committees, except the Executive Committee, must review their charters on an annual basis.

PROLOGIS BOARD COMMITTEES

Role and Responsibilities:

All Audit Committee members meet the independence, experience and financial literacy requirements of the NYSE and Section 10A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ms. Modjtabai, Ms. Bita and Mr. Piani are designated by the Board as “audit committee financial experts” in accordance with SEC regulations.

Role and Responsibilities:

Role and Responsibilities:

Role and Responsibilities:

Other Governance Matters

Board’s role in risk oversight

Risk awareness is embedded throughout our operations, underpinned by an integrated framework for identifying, assessing and managing risk.

The Board retains overall oversight of risk management, with the following committees exercising delegated oversight on behalf of the Board for certain risks and reporting back to the Board:

These committees regularly advise the full Board of their risk oversight activities.

Critical components of our risk oversight framework include regular communication among the Board, our management executive committee and our risk management leaders to identify, assess and manage risk.

Identifying, assessing and managing risks

Our risk oversight framework includes:

Climate risk

We use a cross-functional, data-driven process to identify, assess, prioritize and monitor climate-related risks across our global portfolio. Our risk management team works to ensure we have sufficient insurance coverage and protection for our buildings. We also partner with a global reinsurance company and other third-party experts to evaluate future climate scenarios and determine which actions we should take. Based on this evaluation, we take a range of actions that may include improving the physical resilience of our buildings, reviewing and improving disaster response plans, and other measures. Because of our long-term planning, resilience measures and diverse portfolio footprint, we believe our climate risk is well managed.

Cybersecurity

Our chief technology officer, who reports directly to our CEO, has over 25 years of experience in information technology (“IT”), specifically infrastructure, information security and fraud and identity solutions at large global companies. Our deputy information security officer has over 20 years of experience in various information security roles. Together, they oversee and lead our information security program and our business strategy, financial planning and capital allocation around our cybersecurity risk management and governance practices. They report or provide updates to the Audit Committee and/or Board on multiple occasions annually and as necessary when incidents arise, in accordance with our cybersecurity incident communication protocols. The Prologis Information Security Policy is governed by the United States National Institute of Standards and Technology Cybersecurity Framework (CSF) and is utilized as part of our integrated risk management program that involves participation from employees, our Board and third-party service providers. Additionally, all employees and contractors are required to attend mandatory cybersecurity training on an annual basis. Prologis’ cybersecurity posture is reviewed and benchmarked against its peers through regular participation in a third-party security benchmarking survey. Our IT infrastructure is externally audited as part of our Sarbanes-Oxley audit process and our controls include information security standards. In addition, we maintain standalone cybersecurity insurance. To our knowledge, we have not experienced a material breach in information security or any breach in information security that resulted in financial loss, unauthorized access to data or a system interruption that affected internal or external business functions within the three years preceding the date of this Proxy Statement.

CEO and Management Succession Planning

Please refer to page 39 for information regarding our recent CEO transition.

We believe in a long planning arc to ensure continuity within senior leadership roles at the company. Our thoughtful, long-term approach enables us to efficiently manage executive succession:

Please also see “Compensation Discussion and Analysis” for a discussion of how the Compensation Committee uses pay to retain a deep bench of talent, enabling the company to develop and prepare potential future leaders, as well as the Compensation Committee’s approach to compensation of our current executive officers.

Communications with directors

We appreciate your input. Our directors are accessible to our stockholders and other interested parties for engagement as appropriate. You can communicate with any of the directors, individually or as a group, by writing to them in care of Deborah K. Briones, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111. Each communication intended for the Board and received by the secretary that is related to the operation of the company and is not otherwise commercial in nature will be forwarded to the specified party following its clearance through normal security procedures. The directors will be advised of any communications excluded through normal security procedures, as appropriate, and the communications will be made available to any director who wishes to review them.

Director attendance

The Board held four meetings in 2025, including telephonic meetings, and all directors attended 75% or more of the aggregate number of Board and applicable committee meetings on which they served during 2025 (held during the periods they served). Each director standing for election in 2026 is expected to attend the Annual Meeting of Stockholders, either virtually or telephonically, absent cause. All of our directors attended the Annual Meeting last year, virtually or telephonically.

Pursuant to applicable Maryland law, a majority of the entire Board constitutes a quorum for the transaction of business at meetings of the Board.

Director compensation

Please see “Director Compensation” and the table titled “Director Compensation for Fiscal Year 2025.”

Stock ownership guidelines and prohibition on hedging/pledging

Our directors must comply with our stock ownership guidelines that require each director to maintain an ownership level in our common stock equal to five times the annual cash retainer (a total of $600,000 as of December 31, 2025). Shares included as owned by directors for purposes of the guidelines include common stock owned, vested or unvested equity awards (restricted stock, restricted stock units, shares and share units deferred under the terms of the Director Deferred Fee Plan or the applicable non-qualified deferred compensation plan, deferred share units and dividend equivalent units), and operating partnership or other partnership units exchangeable or redeemable for common stock. Until such time as the ownership thresholds are met, we will require directors to retain and hold 50% of any net shares of our common stock issued to our directors under our equity compensation plans.

Additionally, our insider trading policy prohibits our directors and employees from hedging the economic risk of ownership of our common stock and from pledging shares of our common stock.

All of our directors and executive officers are currently in compliance with the stock ownership guidelines and the prohibition on hedging and pledging our common stock.

Independent compensation consultant

The Compensation Committee directly engaged an outside compensation consulting firm, Pay Governance, to assist the committee in assessing our compensation programs for our Board, our CEO and other members of executive management.

Pay Governance reports directly to the Compensation Committee. Pay Governance receives no compensation from the company other than for its work in advising the Compensation Committee, and maintains no other economic relationships with the company. Pay Governance interacts directly with members of our management only on matters under the Compensation Committee’s oversight.

Pay Governance conducted a comprehensive competitive review of the compensation program for our non-employee directors in May 2025 and executive officers in December 2025, which was used by the Compensation Committee to assist in making compensation recommendations to the Board. Our CEO makes separate recommendations to the Compensation Committee concerning the form and amount of the compensation of our executive officers (excluding his own compensation).

The Compensation Committee considered the independence of Pay Governance in light of the rules regarding compensation committee advisor independence mandated under the Dodd-Frank Act. The Compensation Committee reviewed factors, facts and circumstances regarding compensation consultant independence, including a letter from Pay Governance addressing Pay Governance and their consulting team’s independent status with respect to the following factors: (i) other services provided to us by Pay Governance; (ii) fees we pay to Pay Governance as a percentage of their total revenues; (iii) Pay Governance’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationships between Pay Governance or members of their consulting team that serve the Compensation Committee and a member of the Compensation Committee; (v) any shares of our stock owned by Pay Governance or members of their consulting team that serves the Compensation Committee; and (vi) any business or personal relationships between our executive officers and Pay Governance or members of their consulting team that serve the Compensation Committee. After discussing these factors, facts and circumstances, the Compensation Committee affirmed the independent status of Pay Governance and concluded there are no conflicts of interest with respect to Pay Governance.

Compensation Committee interlocks and insider participation

No member of the Compensation Committee (i) was, during the year ended December 31, 2025, or had previously been, an officer or employee of the company or (ii) had any material interest in a transaction with the company or a business relationship with, or any indebtedness to, the company. No interlocking relationships existed during the year ended December 31, 2025, between any member of the Board or the Compensation Committee and an executive officer of the company.

Code of Ethics and Business Conduct and Governance Guidelines

The Board adopted a code of ethics and business conduct that applies to all employees and directors. The Board has formalized policies, procedures and standards of corporate governance that are reflected in our Governance Guidelines. Our Code of Ethics and Business Conduct (the “Code”) outlines, in great detail, the key principles of ethical conduct expected of our employees, officers and directors, including matters related to conflicts of interest, use of company resources, fair dealing, and financial reporting and disclosure. The Code establishes formal procedures for reporting illegal or unethical behavior to the company’s internal ethics committee. These procedures permit employees to report any concerns, including concerns about the company’s accounting, internal accounting controls or auditing matters, on a confidential or anonymous basis if desired. Employees may contact the ethics committee by email, in writing, by web-based report or by calling a toll-free telephone number. Any significant concerns are reported to the Audit Committee in accordance with the Code.

Policy Governing Material, Nonpublic Information and the Prevention of Insider Trading

The Board adopted an insider trading policy that governs the purchase, sale and/or other dispositions of the company’s securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the company. A copy of our insider trading policy, including any amendments thereto, was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025.

Simultaneous Board service

Our director overboarding policy in our Governance Guidelines requires that if a director serves on three or more public company boards simultaneously, including our Board, a determination is made by our Board as to whether such simultaneous service impairs the ability of such member to effectively serve the company. Mr. Connor, Ms. Kennard and Mr. Metcalfe currently serve on three public company boards each, including our Board. In each case, our Board determined that such simultaneous board service does not impair the individual’s ability to be an effective member of our Board.

Certain relationships and related party transactions

We do not have any related party transactions to report under relevant SEC rules and regulations. According to the company’s charter, the Board may authorize any agreement or other transaction with any party, even though one or more of our directors or officers may be a party to such an agreement or is an officer, director, stockholder, member or partner of the other party, if (i) the existence of the relationship is disclosed or known to the Board, and the contract or transaction is authorized, approved or ratified by the affirmative vote of not less than a majority of the disinterested directors, even if they constitute less than a quorum of the Board; (ii) the existence is disclosed to the stockholders entitled to vote, and the contract or transaction is authorized, approved or ratified by a majority of the votes cast by the stockholders entitled to vote (excluding shares owned by any interested director, officer or the organization in which such person is a director or has a material financial interest); or (iii) the contract or transaction is fair and reasonable to the company.

We recognize that transactions between us and related parties can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations other than the company’s best interests and the best interests of our stockholders. Related parties may include our directors, executives, significant stockholders and immediate family members, and affiliates of such persons.

Accordingly, several provisions of our Code of Ethics and Business Conduct are intended to help us avoid the conflicts and other issues that may arise in transactions between us and related parties, prescribing that:

These provisions of our Code of Ethics and Business Conduct may be amended, modified or waived by the Board or the Governance Committee, subject to the disclosure requirements and other provisions of the rules and regulations of the SEC and the NYSE.

No waivers of our code of ethics and business conduct were granted in 2025.

Although we do not have detailed written procedures concerning the waiver of the application of our Code of Ethics and Business Conduct or the review and approval of transactions with directors or their affiliates, our directors would consider all relevant facts and circumstances in considering any such waiver or review and approval.

Executive Officers

Biographies of our executive officers as of March 2026, other than Mr. Letter, are presented below. Information for Mr. Letter is included above under “Director Nominees.” Messrs. Moghadam, Arndt, Letter and Andrus and Ms. Briones, along with Joseph Ghazal, our former chief investment officer, are treated as named executive officers (each an “NEO”) for purposes of this Proxy Statement.

Timothy D. Arndt

Chief Financial Officer

Years at Prologis: 21

Mr. Arndt, 53, has been our chief financial officer since April 2022 and was our treasurer from December 2013 to March 2022. Previously, he held various leadership positions with the company since joining AMB in 2004, including head of corporate planning and as part of the company’s global deployment team. Prior to joining AMB, Mr. Arndt worked in real estate strategy at Gap Inc. and in debt capital markets at Forest City Enterprises. He received his Bachelor of Business Administration from the University of Toledo and a Master of Business Administration from Cleveland State University. In addition, he completed the Stanford Executive Program at the Stanford Graduate School of Business.

Carter H. Andrus

Chief Operating Officer

Years at Prologis: 17

Mr. Andrus, 46, has been our chief operating officer since January 2024. Previously, he was Prologis’ global head of operations from January 2022 until December 2023. Mr. Andrus has held various leadership positions with the company since joining Prologis in 2008, including president of Prologis’ U.S. Central Region. Prior to joining Prologis, he was a senior vice president at Colliers International. Mr. Andrus holds a Bachelor of Arts in economics from the University of Michigan.

Damon M. Austin

Chief Development Officer

Years at Prologis: 11

Mr. Austin, 47, has been our chief development officer since January 2026. Previously, Mr. Austin was our global head of customer-led development from January 2023 to December 2025. He has served in various leadership roles with the company since joining Prologis in 2015, including managing director, customer-led development of the Americas and managing director, capital deployment for the U.S. West Region. Mr. Austin holds a Bachelor of Arts in English from Dartmouth College and an MBA from the UCLA Anderson School of Management.

Deborah K. Briones

Chief Legal Officer, General Counsel and Secretary

Years at Prologis: 21

Ms. Briones, 54, has been our chief legal officer, general counsel and secretary since January 2025. She previously served as managing director and deputy general counsel from August 2022 until December 2024. Ms. Briones has served in various leadership roles since joining AMB in 2004, including senior vice president, associate general counsel. Ms. Briones received her Juris Doctor from the University of California, Berkeley, School of Law and her Bachelor of Arts, with honors, from Yale University.

At Prologis, Global Impact & Sustainability creates value for our stockholders, customers, employees and communities. This includes four areas of focus:

Many of our industry-leading distribution centers are located in the urban cores of the world’s most densely populated metropolitan areas. This shortens delivery routes, cuts delivery times and reduces supply chain-related emissions. We design, build and operate these distribution centers to operate efficiently, and provide our customers with energy-related services to help them reduce their impacts, risks and operating costs. We also engage with the communities we serve, incorporating their ideas where feasible, to build trust and help local businesses and the community flourish.

We Stay Ahead of What’s Next

Prologis combines the spirit of a startup with the resources of an industry leader. We pilot and implement a wide range of solutions for our customers. We encourage our employees to “simplify and sprint” and to “fail fast.”

>50 – Prologis Ventures (“Ventures”) drives innovation across our industry, with investments in more than 50 early- and growth-stage companies since 2016.

Net Promoter Score: +51 – We achieved a Net Promoter Score of +51 on a scale of -100 to +100 in 2025, indicating strong customer loyalty.

10% – 10% of our 2025 employee bonus scorecard was linked to performance in areas related to Global Impact & Sustainability.

We Deliver Sustainable Logistics

We Inspire Our People

Our people are the key to our success. Their dedication and innovation create value for our customers and investors.

85% – In 2025, with participation of 92% of our employees, we achieved an 85% employee engagement survey score, 10% above the average for the financial services sector.

100% – All of our employees completed ethics training in 2025.

14,400 – Our employees completed more than 14,400 hours of company-provided or -sponsored training in 2025.

EMPLOYEE ENGAGEMENT

We Build Resilient Communities

Logistics real estate drives economic development and strengthens local businesses and communities. We work in partnership with local leaders and organizations to provide job training programs; promote community health and safety; and enhance park and transit infrastructure.

1.15 – More than 1.15 million people worked under a Prologis roof, most of whom were employed by our customers.⁽¹⁾

25,000 – We achieved our goal to provide job training to 25,000 individuals by 2025 by partnering with leading public sector organizations and leveraging digital learning technologies to develop innovative training solutions.

21,600 – Our employees donated more than 21,600 hours to community organizations in 2025.

Our Goals and Progress

Our sustainability goals are driven by our business strategy — to develop, own, lease and manage properties in the world’s most vibrant centers of trade and commerce. We plan to announce our 2030 goals with the publication of our next sustainability report.

Further Information

Compensation Discussion and Analysis

All company operational information in this Compensation Discussion and Analysis (CD&A) is for the year ended or as of December 31, 2025, unless otherwise noted. See Appendix A for definitions and discussion of non-GAAP measures and reconciliations to the most directly comparable GAAP measures and for additional detail regarding definitions of terms as generally explained in this Compensation Discussion and Analysis. The Talent and Compensation Committee (“Compensation Committee” or “the Committee”) reviews management’s performance against key company performance measures, such as Core FFO per share, discussed below. Messrs. Moghadam, Arndt, Letter and Andrus and Ms. Briones, as well as Mr. Ghazal, our former Chief Investment Officer, are our NEOs for purposes of this Proxy Statement.

Prologis Business Overview

The world runs on logistics. At Prologis, we don’t just lead the industry, we define it. We create the intelligent infrastructure that powers global commerce, seamlessly connecting the digital and physical worlds. From agile supply chains to clean energy solutions, our ecosystems help our customers’ businesses move faster, operate smarter and grow sustainably. With unmatched scale, innovation and expertise, Prologis is a category of one, not just shaping the future of logistics but building what comes next.

Largest global owner of logistics real estate: We own, manage, lease and develop high-quality logistics facilities in 20 countries across four continents. At year-end 2025, our portfolio included 1.3B square feet of logistics space worldwide and $230B of assets under management (“AUM”), with the largest enterprise value in the world among public REITs.

Customer-centric business model: We offer logistics facilities globally in our customers’ most critical markets, demonstrated by the fact that 16 of our top 25 customers lease space from us on multiple continents.

Our model delivers strong long-term stockholder returns: Our global scale, customer-centric model and ability to execute on our forward-looking strategy has enabled long-term outperformance. Our five-, seven- and ten-year annualized TSR outperformed the MSCI U.S. REIT Index, by 149 bps, 790 bps and 905 bps, respectively.

Our integrated platform across logistics and adjacent growth businesses drives long-term stockholder value

Our industry-leading balance sheet provides resilience across cycles and the flexibility to deploy capital with discipline when opportunities emerge. Combined with our global scale and integrated platform, we operate beyond traditional logistics real estate, creating durable competitive advantages and multiple drivers of long-term growth.

Strategic Capital is a core differentiator and foundational to Prologis’ long-term growth

Contributes significantly to our global logistics scale: Our 11 Strategic Capital vehicles provide additional investment capacity that allows us to grow our core real estate business and develop new revenue streams, such as our Essentials Solutions, Energy Solutions and data center businesses.

Provides substantial fee income: Prologis manages the assets owned by the vehicles, leveraging our expertise to drive strong returns for our Strategic Capital investors and, ultimately, Prologis’ stockholders. The company earns management fees and also has the opportunity to earn incentive fees for achieving outperformance targets by delivering value creation or investment return growth.

Prologis’ Strategic Capital platform enhances returns: By co-investing alongside institutional investors, we deploy less of our own capital while also earning management fees and performance-based incentive fees. This model allows us to deploy capital efficiently, participate in long-term value creation and build a diversified, resilient earnings stream that complements our wholly owned portfolio and supports value creation for our stockholders.

Strategic Capital diversifies risk: Strategic Capital expands our access to capital and broadens our exposure across properties, markets and customers beyond what could be achieved through balance sheet ownership alone. This investment structure also helps mitigate foreign currency risk, as properties outside the U.S. are primarily held in vehicles that operate in their local currency and have third-party investors, reducing Prologis’ direct exposure to exchange rate movements.

Prologis Promote Plan (PPP) aligns incentives with Strategic Capital outperformance: Our Strategic Capital third-party investors expect Prologis to directly align senior management incentives with outperformance in our vehicles. In response, we established PPP, a compensation program specifically tied to Strategic Capital vehicle results. See page 54 for details on the structure of PPP and how it incentivizes strong returns in our Strategic Capital business.

Our Foundational Compensation Principles and Key Insights for 2025

The Compensation Committee prioritizes long-term stockholder value by aligning incentives with key business goals and securing leadership continuity. We rigorously evaluate and structure executive compensation to provide a strong alignment with stockholder interests and to attract and retain a deep bench of talent. This approach has facilitated our effective, long-term approach to executive succession planning, and has enabled our track record of delivering long-term stockholder value. Paying for performance is foundational to our compensation philosophy, and 2025 payouts reflect strong company performance.

Paying for performance is our central compensation tenet. 2025 payouts reflect company performance

We prioritize thoughtful succession planning to promote business continuity and long-term growth

Stockholder Outreach Highlights

At our 2025 Annual Meeting, 91% of stockholders supported our Say-on-Pay proposal. Similarly, at our 2024 Annual Meeting, our Say-on-Pay proposal received 92% stockholder support. These results reflect sustained stockholder confidence in the structure of our executive compensation program and the Compensation Committee’s recent decisions, including the significant changes we implemented to our program in 2024 based on critical themes heard during stockholder outreach.

Consistent with our longstanding commitment to stockholder engagement, we conducted outreach to 73% of our top 100 stockholders in the past year.⁽¹⁾ The chair of our Compensation Committee led in-person and virtual meetings with each stockholder that we met with, providing direct insight into the Committee’s decision-making framework and listening to stockholder priorities and recommendations.

During these discussions, many stockholders expressed appreciation for the strong alignment between compensation outcomes and long-term value creation, as well as Mr. Moghadam’s and the Board’s disciplined, multi-year approach to succession planning. Stockholders were interested in understanding how the Compensation Committee’s decisions facilitated the succession process and how the go-forward incentive structure would ensure that the executive team has incentives to deliver superior results. Our disclosures in this Proxy Statement were informed by the feedback received through these conversations.

As part of our annual outreach, we also discuss key corporate governance features with stockholders, including our recent actions to enhance stockholder rights. In February 2025, we reduced the ownership threshold required to call a special meeting from 50% to 20% of voting power. Stockholders voiced support for using this threshold.

2026 Updates

Effective January 1, 2026, Hamid Moghadam transitioned from CEO to executive chairman of the Board, and Dan Letter became CEO. Mr. Letter joined the company in 2004 and has held a variety of senior leadership roles, most recently serving as president since 2023.

This CEO transition is the result of a multi-year succession planning process led by Mr. Moghadam and fully supported and approved by the Board. To provide transparency to our stockholders, customers and employees, the transition was announced in February 2025, nearly a full year before it became effective.

The Committee carefully evaluated the appropriate roles, responsibilities and compensation structures for both the CEO and the executive chairman positions. The Committee believes the compensation packages for both roles support the effective execution of our thoughtful, long-term succession plan, which is in the best interests of Prologis’ stockholders. As executive chairman, Mr. Moghadam will draw on his deep industry expertise, institutional knowledge and vast network to lead the Board and contribute to the company’s long-term success. Recognizing the value of Mr. Moghadam’s continued service as executive chairman, the Committee designed an executive chairman compensation package grounded in benchmarked data and aligned with long-term stockholder value creation.

2026 executive chairman compensation

The executive chairman’s annual compensation will be entirely performance-based and delivered exclusively in the form of performance-based equity awards (PSUs), as requested by Mr. Moghadam.

To support his retention during the Company’s next phase of growth, the Committee also granted Mr. Moghadam a one-time award of 220,000 service-based LTIP Units, subject to three-year cliff vesting. In its benchmarking review, the Committee determined that executive chair arrangements at other companies were not directly comparable to our situation and therefore designed a package tailored to Prologis’ specific circumstances, namely the transition of a founder with more than 40 years of service. In structuring the award to support Mr. Moghadam’s retention during this transition period, the Committee considered: (1) the alignment created by the three-year cliff vesting requirement; (2) the competitive market for highly successful executives with comparable experience; and (3) its longstanding practice of granting Mr. Moghadam at-risk, performance-based awards. Given these considerations, the Committee determined that this targeted, one-time award was appropriate to secure his service and facilitate a seamless CEO transition.

During our stockholder outreach, we discussed the executive chairman’s compensation, addressed questions and considered the feedback received. Investors voiced strong support for the company’s well-executed transition plan and endorsed the executive chairman’s role and responsibilities as aligned with the company’s long-term interests.

2026 CEO compensation

Mr. Letter’s 2026 target Core Compensation consists of a base salary of $1,000,000, an annual bonus target equal to 200% of base salary and an annual LTI equity award with a target value of $15,750,000 that is predominantly performance-based. Mr. Letter’s annual PSU awards will use the same performance scale and terms as PSUs granted to our other NEOs.

The Committee’s benchmarking confirmed that Mr. Letter’s 2026 target Core Compensation is within an appropriate range relative to median CEO compensation among our Peer Group.

Prologis has a longstanding commitment to stockholder engagement and responsiveness

The Committee deeply values stockholder engagement, consistently conducting annual outreach for the past decade. We continuously assess executive compensation and corporate governance based on this feedback, ensuring refinement and responsiveness while effectively incentivizing our NEOs.

Compensation Benchmarking Peer Group

Our Peer Group methodology reflects the scale of our enterprise, the scope of our business and our need to tap talent markets beyond real estate

With guidance from Pay Governance, the Committee’s independent consultant for 2025, the Committee built our compensation benchmarking peer group (the “Peer Group”) to align with our continued growth and ongoing business transformation:

Peer Group for 2025

2025 Compensation Program Structure

Core Compensation is aligned with Peer Group median, with meaningful upside tied to delivering outperformance

The Committee’s 2025 competitive analysis confirmed that our current target Core Compensation (base salary, bonus opportunity and long-term incentive) is within a reasonable range of median Peer Group pay.

Outperformance Compensation, now granted exclusively through PPP awards, provides additional pay opportunities when our Strategic Capital vehicles generate significant value for our stockholders. PPP also supports our ability to attract and retain top talent from highly competitive and well-compensated sectors, including financial services, private equity and asset management.

Our compensation program is intentionally designed to reinforce our business model

The components of our compensation program are purposefully aligned with key drivers of our business. Compensation is calibrated to reward annual strategic execution, strong relative stockholder returns and Strategic Capital outperformance, consistent with our pay-for-performance framework.

The Committee sets executive pay opportunities on an individualized basis

Total pay is calibrated based on each executive’s performance, leadership experience, peer benchmarking and future potential. The Committee reassesses compensation as performance and responsibilities evolve, conducting regular reviews to ensure continued competitiveness with market standards.