Public Storage (PSA) sells $500M 5.000% unsecured notes maturing 2035

Rhea-AI Filing Summary

Public Storage Operating Company, a subsidiary of Public Storage, completed an offering of $500 million 5.000% Senior Notes due December 15, 2035, guaranteed by Public Storage.

The notes pay 5.000% annual interest, with semi-annual payments each June 15 and December 15, starting June 15, 2026. They are unsecured, unsubordinated obligations ranking equally with PSOC’s other unsecured, unsubordinated debt. Public Storage may redeem the notes at a make-whole price, or at 100% of principal plus accrued interest if redeemed on or after September 15, 2035.

The indenture includes covenants limiting additional secured and unsecured borrowing and major mergers or asset sales, and requires PSOC to maintain total unencumbered assets of at least 125% of total unsecured indebtedness, along with customary events of default.

Insights

Credit and REIT capital structure analyst

Public Storage raises $500M of long-term unsecured debt on fixed terms.

The company’s operating subsidiary issued $500 million of 5.000% Senior Notes due 2035, guaranteed by Public Storage. This adds long-dated, fixed-rate, unsecured funding, which is typical for large real estate owners seeking stable interest costs.

The notes sit pari passu with existing unsecured, unsubordinated obligations, and can be redeemed early at a make-whole price or at par after September 15, 2035. Covenants require total unencumbered assets of at least 125% of total unsecured indebtedness, limiting over-leverage and encouraging a sizable unencumbered asset base.

Customary events of default apply, allowing acceleration if PSOC breaches key obligations. Future disclosures in periodic reports can clarify how this new debt fits within overall leverage, maturity schedules, and interest coverage, which matter for long-term credit quality and dividend stability.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Senior Notes principal: $500 million Coupon rate: 5.000% per annum Maturity date: December 15, 2035 +3 more

6 metrics

Senior Notes principal $500 million 5.000% Senior Notes issued by PSOC, guaranteed by Public Storage

Coupon rate 5.000% per annum Interest rate on Senior Notes due 2035

Maturity date December 15, 2035 Final maturity of 5.000% Senior Notes

First interest payment June 15, 2026 Interest payable semi-annually on June 15 and December 15

Par call date September 15, 2035 From this date, notes redeemable at 100% plus accrued interest

Unencumbered asset covenant 125% Total unencumbered assets must be at least 125% of total unsecured indebtedness

Key Terms

Senior Notes, Indenture, make-whole redemption price, unencumbered assets, +1 more

5 terms

Senior Notes financial

"completed the previously announced offering of $500 million 5.000% Senior Notes due 2035"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Indenture financial

"The Notes have been issued pursuant to an Indenture, dated as of September 18, 2017"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

make-whole redemption price financial

"The Company may redeem the Notes at any time in whole, or from time to time in part, at the make-whole redemption price"

unencumbered assets financial

"the Indenture requires PSOC to maintain total unencumbered assets of at least 125% of total unsecured indebtedness"

events of default financial

"The Indenture also provides for customary events of default which, if any of them occurs"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 6, 2026

Public Storage

(Exact Name of Registrant as Specified in its Charter)

Maryland		001-33519		93-2834996
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2811 Internet Boulevard, Frisco, Texas		75034
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (818) 244-8080

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class		Trading Symbol		Name of exchange on which registered
Common Shares, $0.10 par value		PSA		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.150% Cum Pref Share, Series F, $0.01 par value		PSAPrF		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.050% Cum Pref Share, Series G, $0.01 par value		PSAPrG		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.600% Cum Pref Share, Series H, $0.01 par value		PSAPrH		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Share, Series I, $0.01 par value		PSAPrI		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.700% Cum Pref Share, Series J, $0.01 par value		PSAPrJ		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.750% Cum Pref Share, Series K, $0.01 par value		PSAPrK		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.625% Cum Pref Share, Series L, $0.01 par value		PSAPrL		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.125% Cum Pref Share, Series M, $0.01 par value		PSAPrM		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 3.875% Cum Pref Share, Series N, $0.01 par value		PSAPrN		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 3.900% Cum Pref Share, Series O, $0.01 par value		PSAPrO		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.000% Cum Pref Share, Series P, $0.01 par value		PSAPrP		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 3.950% Cum Pref Share, Series Q, $0.01 par value		PSAPrQ		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.000% Cum Pref Share, Series R, $0.01 par value		PSAPrR		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.100% Cum Pref Share, Series S, $0.01 par value		PSAPrS		New York Stock Exchange
Guarantee of 0.875% Senior Notes due 2032 issued by Public Storage Operating Company		PSA/32		New York Stock Exchange
Guarantee of 0.500% Senior Notes due 2030 issued by Public Storage Operating Company		PSA/30		New York Stock Exchange
Guarantee of 3.500% Senior Notes due 2034 issued by Public Storage Operating Company		PSA/34		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement

On April 6, 2026, Public Storage Operating Company (“PSOC”), a subsidiary of Public Storage (the “Company”), completed the previously announced offering of $500 million 5.000% Senior Notes due 2035 (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-Second Supplemental Indenture, dated as of April 6, 2026, relating to the Notes (the “Supplemental Indenture” and, collectively with the Base Indenture, the “Indenture”), among PSOC, the Company and the Trustee.

The Notes bear interest at 5.000% per annum, accruing from April 6, 2026. Interest on the Notes is payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2026. The Notes will mature on December 15, 2035. 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.

The Company may redeem the Notes at any time in whole, or from time to time in part, at the make-whole redemption price specified in the Indenture. If the Notes are redeemed on or after September 15, 2035 (three months prior to the applicable 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 Note), 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. A prospectus supplement, dated April 1, 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

Exhibit No.
4.1		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.
4.2		Twenty-Second Supplemental Indenture, dated as of April 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.
4.3		Form of Global Note representing the Notes (included in Exhibit 4.2).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				PUBLIC STORAGE
				By:		/s/ Nathaniel A. Vitan
Date: April 6, 2026						Nathaniel A. Vitan Chief Legal Officer & Corporate Secretary

FAQ

What did Public Storage (PSA) announce in this Form 8-K?

Public Storage’s subsidiary completed a $500 million offering of 5.000% Senior Notes due 2035, guaranteed by Public Storage. The notes provide long-term, fixed-rate, unsecured funding under an existing indenture structure with customary covenants and events of default.

What are the key terms of Public Storage (PSA) 5.000% Senior Notes?

The notes have a 5.000% annual interest rate, mature on December 15, 2035, and are unsecured, unsubordinated obligations of Public Storage Operating Company, guaranteed by Public Storage. Interest is paid semi-annually each June 15 and December 15, starting June 15, 2026.

When can Public Storage (PSA) redeem the new 2035 Senior Notes?

Public Storage may redeem the notes at any time in whole or in part at a make-whole redemption price. If redeemed on or after September 15, 2035, the price equals 100% of principal plus accrued and unpaid interest to the redemption date.

What financial covenants apply to Public Storage (PSA) under this note issue?

The indenture requires PSOC to keep total unencumbered assets at least 125% of total unsecured indebtedness. It also limits certain secured and unsecured borrowings and major mergers or asset sales, subject to exceptions and qualifications detailed in the indenture.

How do the new Public Storage (PSA) notes rank versus other debt?

The 5.000% Senior Notes are direct, unsecured, unsubordinated obligations of PSOC and rank equally in right of payment with all existing and future unsecured, unsubordinated indebtedness. They are guaranteed by Public Storage, supporting creditor protection at the parent level.

Under what registration did Public Storage (PSA) offer the 2035 Senior Notes?

The notes were offered under a shelf registration statement on Form S-3, File Nos. 333-283556 and 333-283556-01, with a related prospectus supplement dated April 1, 2026, filed under Rule 424(b)(5) of the Securities Act.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.2 EX-4.2 102.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 8.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 20.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 39.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 22.8 KB