FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
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(a) Full name of discloser: |
Prologis, Inc. |
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(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. |
N/A |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree |
Prologis, Inc. |
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(d) Is the discloser the offeror or the offeree? |
OFFEROR |
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(e) Date position held: The latest practicable date prior to the disclosure |
7 July 2026 |
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" |
YES SEGRO plc |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
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Class of relevant security:
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USD 0.01 common |
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Interests |
Short positions |
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Number |
% |
Number |
% |
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(1) Relevant securities owned and/or controlled: |
Nil |
- |
Nil |
- |
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(2) Cash-settled derivatives:
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Nil |
- |
Nil |
- |
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
Nil |
- |
Nil |
- |
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TOTAL: |
Nil |
- |
Nil |
- |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
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Class of relevant security in relation to which subscription right exists: |
Nil |
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Details, including nature of the rights concerned and relevant percentages: |
Nil |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
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Prologis Inc. ("Prologis") Directors and Named Executive Officers
Common stock held by Directors and Named Executive Officers and their connected persons
*To two decimal places, based on Prologis' outstanding common stock of 933,014,610 as at 7 July 2026.
Interests held as awards or derivatives by Directors and Named Executive Officers of Prologis, Inc.
Cristina Bita
James Connor
George Fotiades
Lydia Kennard
Guy Metcalfe
Avid Modjtabai
David O'Connor
Olivier Piani
Sarah Slusser
Hamid Moghadam
Timothy Arndt
Daniel Letter
Carter Andrus
Deborah Briones
(1) Prologis' Deferred Stock Units ("DSUs") are stock-settled equity awards granted to non-employee directors that generally vest on the earlier of the first anniversary of the grant date or the next annual meeting of stockholders, subject to continued Board service. The awards are generally deferred under Prologis' nonqualified deferred compensation plan and are ultimately settled in shares of Prologis common stock on a one-for-one basis. (2) Prologis' long-term incentive plan units ("LTIP Units") are partnership equity interests in Prologis, L.P. that generally vest based on continued service and, once vested, may be converted into common units that can be redeemed. Upon redemption, Prologis may settle the award in cash or, at its election, in shares of Prologis common stock. (3) Prologis' performance stock units ("PSUs") are forward-looking, performance-based equity awards that are earned based on Prologis' three-year annualized total shareholder return relative to the MSCI U.S. REIT Index. Prologis must outperform the index (55th percentile) for executives to earn target payouts, with awards ranging from 0% to 200% of target, followed by additional multi-year vesting and holding requirements to reinforce long-term alignment with stockholders. (4) Prologis Outperformance Pan ("POP") LTIP Units ("POP LTIP Units") are performance-based LTIP Units that certain executives of Prologis may elect to receive in exchange for their allocations of awards under the POP, an executive compensation program of Prologis that has been discontinued. They have no economic value unless the applicable POP performance criteria are achieved and, if earned, may be converted into common units of Prologis, L.P. that are redeemable for one share of Prologis common stock or cash, at Prologis' election.
Interests and short positions of Connected Advisers
*To two decimal places, based on Prologis' outstanding common stock of 933,014,610 as at 7 July 2026. **Affiliates of J.P. Morgan Securities LLC. ***Affiliates of Eastdil Secured International Limited.
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Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
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None.
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(b) Agreements, arrangements or understandings relating to options or derivatives
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Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
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None.
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(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
NO |
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Supplemental Form 8 (SBL) |
NO |
Date of disclosure: |
8 July 2026 |
Contact name: |
Justin Meng |
Telephone number: |
+1 (347) 544 1393 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org .uk.