PSUs are granted under the Company's 2020 Long-Term Incentive Plan and are settled in equity at the end of a three-year performance period, if applicable market-based performance hurdles are met. Such hurdles are based on a performance scale of Prologis’ percentile ranking in the Morgan Stanley Capital International US REIT Index (the “Index”) for a three-year performance period. Prologis must perform at the 55th percentile to earn a target award of 100.0%. The award is capped at 200.0% of the target for performance at or above the 85th percentile, and there is no payout in the event Prologis’ performance is below the 35th percentile. There is a proportional scaling between the 35th and the 85th percentiles, starting with 50.0% of the target being earned at the 35th percentile. If an award meets applicable market-based performance hurdles and is earned at the end of the initial three-year performance period, one-third of the award vests at the end of the performance period and the remaining award vests equally one and two years after the award is earned. The award is subject to an additional three-year holding requirement. Awards are in the form of common stock, restricted stock units ("RSUs") and LTIP Units.

The fair value of the awards is measured at the grant date and amortized over the period from the grant date to the date at which the awards vest, regardless of whether the market condition has been satisfied, which ranges from three to five years. We apply a discount to the fair value of the awards to reflect the illiquidity imposed by post-vesting holding periods, utilizing a weighted discount of 10% from valuation models that consider the length of the restriction, and the illiquidity associated with the awards. We granted PSUs for the 2025 – 2027 performance period in January 2025, with a fair value of $83.9 million. The fair value was calculated using a Monte Carlo valuation model that assumed a risk-free interest rate of 4.4% and an expected volatility of 29.0% for Prologis and 30.2% for the peer group companies.

In prior years, we allocated participation points or a percentage of the compensation pool to participants under our POP, corresponding to three-year performance periods beginning each January 1. Commencing in 2024 for named executive officers (“NEOs”) and in 2025 for other employees who previously received participation points, those individuals received the PSUs discussed above. No new awards will be granted to these individuals under the POP. The RSUs and LTIP Units table below includes POP awards that were earned but are unvested, while any vested awards are reflected within the Consolidated Statements of Equity and Capital.

Our other equity-based compensation programs include: (i) the Prologis Promote Plan; (ii) the annual long-term incentive equity award program; and (iii) the annual bonus exchange program. Awards under these programs may be issued in the form of RSUs or LTIP Units at the participants' elections. RSUs and LTIP Units are valued based on the market price of the Parent’s common stock at the grant date, and the grant date fair value is recognized as compensation expense over the service period.

The following table summarizes the activity for PSUs for the three months ended March 31, 2025 (units in thousands):


	PSUs
	Unearned			Weighted Average Grant Date Fair Value
Balance at January 1, 2025		244		$	129.10
Granted		878			95.53
Earned		-			-
Forfeited		(6	)		95.53
Balance at March 31, 2025		1,116		$	102.88

The following table summarizes the activity for RSUs and LTIP Units for the three months ended March 31, 2025 (units in thousands):


	RSUs					LTIP Units
	Unvested			Weighted Average Grant Date Fair Value		Unvested			Weighted Average Grant Date Fair Value
Balance at January 1, 2025		2,063		$	99.39		5,250		$	72.15
Granted		421			109.50		583			109.48
Conversion of earned PSUs		-			-		-			-
Vested		(418	)		127.92		(570	)		126.53
Forfeited		(42	)		125.04		-			-
Balance at March 31, 2025		2,024		$	95.08		5,263		$	70.40