Item 1.01 Entry Into a Material Definitive Agreement
On November 6, 2026, Public Storage Operating Company (“PSOC”), a subsidiary of Public Storage (the “Company”), completed the previously announced offering of $500 million 5.600% Senior Notes due 2036 (the “Notes”). The Notes are issued by PSOC and guaranteed by the Company.
The Notes have been issued pursuant to an Indenture, dated as of September 18, 2017, as supplemented by the Sixteenth Supplemental Indenture, dated as of August 14, 2023 (the “Base Indenture”), among PSOC, as issuer, the Company, as guarantor, and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), as supplemented by the Twenty-Fifth Supplemental Indenture, dated as of November 6, 2026, relating to the Notes (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among PSOC, the Company and the Trustee.
The Notes bear interest at 5.600% per annum, accruing from November 6, 2026. Interest on the Notes is payable semi-annually on May 15 and November 15 of each year, commencing on May 15, 2027. The Notes will mature on November 15, 2036. The Notes are PSOC’s direct, unsecured and unsubordinated obligations and will rank equally in right of payment with all of PSOC’s existing and future unsecured and unsubordinated indebtedness.
PSOC may redeem the Notes at any time in whole, or from time to time in part, at the applicable make-whole redemption price specified in the Indenture. If the Notes are redeemed on or after August 15, 2036 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
The Indenture contains certain covenants that, among other things, limit the ability of PSOC, subject to exceptions, to incur secured and unsecured indebtedness and to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, the Indenture requires PSOC to maintain total unencumbered assets of at least 125% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.
The foregoing description is a summary of the terms of the Indenture and the Notes and does not purport to be a complete statement of the parties’ rights and obligations thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Base Indenture and the Supplemental Indenture, as applicable (including the form of Notes), copies of which are attached as Exhibits 4.1, 4.2, and 4.3 to this Current Report on Form 8-K and incorporated by reference herein.
The offering of the Notes was made pursuant to a shelf registration statement on Form S-3 (File Nos. 333-283556 and 333-283556-01), filed by the Company and PSOC with the Securities and Exchange Commission (the “SEC”) on December 2, 2024, as amended on September 8, 2026. A prospectus supplement, dated October 29, 2026, relating to the Notes and supplementing the prospectus was filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. |
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| 4.1 |
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Amended and Restated Indenture, dated as of August 14, 2023, among Public Storage, Public Storage Operating Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee. Filed as Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 14, 2023 and incorporated herein by reference. |
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| 4.2 |
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Twenty-Fifth Supplemental Indenture, dated as of November 6, 2026, among Public Storage Operating Company, Public Storage and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee. |
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| 4.3 |
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Form of Global Note representing the Notes (included in Exhibit 4.2). |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
