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
(a) Full name of discloser: Prologis, Inc. | (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 | (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree Prologis, Inc. | (d) Is the discloser the offeror or the offeree? OFFEROR | (e) Date position held: The latest practicable date prior to the disclosure 7 July 2026 | (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
Class of relevant security: USD 0.01 common | Interests Short positions | Number % Number % | (1) Relevant securities owned and/or controlled: Nil - Nil - | (2) Cash-settled derivatives: Nil - Nil - | (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil - Nil - | 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
Class of relevant security in relation to which subscription right exists: Nil | 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
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:
Prologis Inc. ("Prologis") Directors and Named Executive Officers
Common stock held by Directors and Named Executive Officers and their connected persons
Name
Number of shares of common stock
Percentage of issued common stock (%)*
Cristina Bita
8,208
0.00%
James Connor and close relatives
6,218
0.00%
George Fotiades and close relatives
8,000
0.00%
Lydia Kennard
34,413
0.00%
Guy Metcalfe and close relatives
2,500
0.00%
Avid Modjtabai
22,645
0.00%
David O'Connor and close relatives
10,617
0.00%
Olivier Piani
11,729
0.00%
Sarah Slusser
11
0.00%
Hamid Moghadam
2,076,271
0.22%
Timothy Arndt
0
0.00%
Daniel Letter
20
0.00%
Carter Andrus
0
0.00%
Deborah Briones
3,116
0.00%
Alfred Kelly and close relatives
584
0.00%
*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
Type of Securities
Number of relevant securities
Vested Deferred Stock Units (1)
14,647.4182
Unvested Deferred Stock Units (1)
1,708.3878
James Connor
Type of securities
Number of relevant securities
Vested Deferred Stock Units (1)
4,617.8054
Unvested Deferred Stock Units (1)
1,708.3878
Common Limited Partnership Units in Prologis, L.P.
323,782
George Fotiades
Type of securities
Number of relevant securities
Vested Deferred Stock Units (1)
114,876.1074
Unvested Deferred Stock Units (1)
1,708.3878
Lydia Kennard
Type of securities
Number of relevant securities
Vested Deferred Stock Units (1)
4,617.8054
Unvested Deferred Stock Units (1)
1,708.3878
Guy Metcalfe
Type of securities
Number of relevant securities
Vested Deferred Stock Units (1)
5,066.5904
Unvested Deferred Stock Units (1)
1,708.3878
Avid Modjtabai
Type of securities
Number of relevant securities
Vested Deferred Stock Units (1)
4,617.8054
Unvested Deferred Stock Units (1)
1,708.3878
David O'Connor
Type of securities
Number of relevant securities
Vested Deferred Stock Units (1)
26,523.4119
Unvested Deferred Stock Units (1)
1,708.3878
Olivier Piani
Type of securities
Number of relevant securities
Vested Deferred Stock Units (1)
4,617.8054
Unvested Deferred Stock Units (1)
1,708.3878
Sarah Slusser
Type of securities
Number of relevant securities
Vested Deferred Stock Units (1)
2,372.9488
Unvested Deferred Stock Units (1)
1,708.3878
Hamid Moghadam
Type of securities
Number of relevant securities
Vested Long Term Incentive Plan Units ("LTIP Units") (2)
2,237,475
Unvested LTIP Units (2)
820,486
Performance Stock Units ("PSUs") - unearned and unvested (3)
402,489
Performance Limited Partnership Units ("PLPs")
388,126
Timothy Arndt
Type of securities
Number of relevant securities
Vested LTIP Units (2)
178,504
Unvested LTIP Units (2)
111,738
PSUs - unearned and unvested (3)
101,881
Daniel Letter
Type of securities
Number of relevant securities
Vested LTIP Units (2)
174,237
Unvested LTIP Units (2)
145,827
PSUs - unearned and unvested (3)
214,551
Carter Andrus
Type of securities
Number of relevant securities
Vested LTIP Units (2)
79,508
Unvested LTIP Units (2)
68,693
PSUs - unearned and unvested (3)
79,229
Deborah Briones
Type of securities
Number of relevant securities
Vested LTIP Units (2)
85,217
Unvested LTIP Units (2)
44,314
POP LTIP Units - unearned and unvested (4)
15,429
PSUs - unearned and unvested (3)
34,866
(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
Name
Number of shares of common stock
Percentage of issued common stock (%)*
Almea 2 Segregated Portfolio Company**
22,535
0.00%
J.P. Morgan Mansart Management Limited**
1,033,853
0.11%
J.P. Morgan Wealth Management Solutions Inc.**
130
0.00%
Guggenheim Fund Distributors, LLC***
132,213
0.01%
Security Investors, LLC***
14,134
0.00%
Guggenheim Partners Investment Management, LLC***
133
0.00%
*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.
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
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"
None.
(b) Agreements, arrangements or understandings relating to options or derivatives
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"
None.
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO | 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.
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