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Public Storage 8-K Report, Material Agreement (Jul 20, 2026)

Filed July 20, 2026For Securities:PSAPSA-PRPSA-PFPSA-PGPSA-PHPSA-PIPSA-PJPSA-PMPSA-PNPSA-POPSA-PPPSA-PQPSA-PSPSA-PKPSA-PL

Summary

On July 20, 2026, Public Storage Operating Company (PSOC), a subsidiary of Public Storage, successfully completed a significant debt offering, raising a total of $900 million. This offering comprised $400 million of Senior Notes due 2032 with a 4.700% interest rate and $500 million of Senior Notes due 2036 with a 5.150% interest rate. These notes are guaranteed by the parent company, Public Storage, and are unsecured and unsubordinated obligations of PSOC, ranking equally with its existing unsecured debt. The proceeds from this offering will likely be used to finance the company's ongoing operations and strategic initiatives, potentially including its previously announced acquisition of National Storage Affiliates Trust (NSA). A crucial aspect for investors is the provision for a special mandatory redemption of these notes under specific conditions related to the NSA acquisition. If the acquisition is not completed by December 16, 2026 (or a mutually agreed later date), or if Public Storage decides not to pursue it, PSOC will be required to redeem all outstanding notes at a premium of 101% of the principal amount, plus accrued interest. This mechanism provides a layer of protection for noteholders should the acquisition falter.

Key Highlights

  • 1Public Storage subsidiary PSOC successfully issued $400 million in 4.700% Senior Notes due 2032 and $500 million in 5.150% Senior Notes due 2036, totaling $900 million in new debt.
  • 2The new notes are guaranteed by Public Storage and are unsecured and unsubordinated debt of PSOC.
  • 3Interest on the 2032 Notes is payable semi-annually starting February 1, 2027, with maturity on February 1, 2032.
  • 4Interest on the 2036 Notes is payable semi-annually starting February 15, 2027, with maturity on August 15, 2036.
  • 5The company retains the option to redeem the notes in whole or in part at a make-whole redemption price, with a lower premium for redemptions closer to maturity.
  • 6A significant event for noteholders is the potential for a special mandatory redemption at 101% of principal plus accrued interest if the acquisition of National Storage Affiliates Trust (NSA) is not consummated by the specified dates or if Public Storage abandons the acquisition.
  • 7The Indenture includes covenants restricting PSOC's ability to incur additional secured and unsecured debt and to engage in mergers or asset sales, while also requiring a minimum ratio of unencumbered assets to unsecured indebtedness.

Frequently Asked Questions

Public Storage Operating Company (PSOC), a subsidiary, raised a total of $900 million through the issuance of $400 million in 4.700% Senior Notes due 2032 and $500 million in 5.150% Senior Notes due 2036. This infusion of capital provides financial flexibility for operations, potential strategic acquisitions like the National Storage Affiliates Trust (NSA) deal, and general corporate purposes.

The notes are subject to a special mandatory redemption at 101% of the principal amount plus accrued interest if the previously announced acquisition of National Storage Affiliates Trust (NSA) is not completed by December 16, 2026 (or an agreed-upon later date), or if Public Storage decides not to proceed with the acquisition. This provision acts as a protective mechanism for noteholders, ensuring they are compensated with a premium if the strategic transaction that may have been a key driver for the debt issuance does not materialize.

The 2032 Notes carry an annual interest rate of 4.700% and mature on February 1, 2032. The 2036 Notes carry a higher annual interest rate of 5.150% and mature on August 15, 2036. Interest payments for both series of notes are made semi-annually.

The Indenture governing these notes contains covenants that limit PSOC's ability to incur additional secured and unsecured indebtedness, subject to certain exceptions. It also restricts the consummation of mergers or the sale of substantially all of its assets. Furthermore, PSOC is required to maintain total unencumbered assets at least 125% of its total unsecured indebtedness. These covenants aim to ensure the financial health and ability of PSOC to meet its obligations.