Public Storage (NYSE: PSA) prices €425M 3.5% senior notes due 2034

Rhea-AI Filing Summary

Public Storage announced that its subsidiary, Public Storage Operating Company (PSOC), has agreed to sell €425 million of senior notes due 2034. The notes will be issued by PSOC, guaranteed by Public Storage, carry a 3.500% annual interest rate, be priced at 99.447% of par, and mature on January 20, 2034.

The sale is being conducted under an existing shelf registration on Form S-3, with a preliminary prospectus supplement filed under Rule 424(b)(5). The offering is expected to close on October 3, 2025, subject to customary closing conditions. PSOC plans to use the net proceeds to repay €242 million of its 2.175% senior notes due November 2025 and for general corporate purposes, including investments in self-storage facilities, repayment of debt and potential redemption of outstanding securities.

Insights

Credit and Capital Structure Analyst

Public Storage refinances near-term euro notes with new 2034 debt.

Public Storage Operating Company is issuing €425 million of senior notes due 2034 at a 3.500% coupon and 99.447% of par, guaranteed by Public Storage. This extends part of the company’s euro-denominated debt profile out to January 20, 2034, replacing nearer-term obligations.

PSOC expects to use proceeds to repay €242 million of 2.175% senior notes due November 2025, with the balance earmarked for general corporate purposes, including investments in self-storage facilities, additional debt repayment and possible redemptions of securities. The transaction shifts some borrowing from a lower coupon but shorter maturity into a longer-dated instrument with a higher stated rate.

Overall, this looks like routine liability management and funding of ongoing growth rather than a transformative move. Future disclosures in company filings may provide more detail on how much is ultimately directed to new investments versus further debt reduction.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

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): September 26, 2025

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.)

701 Western Avenue, Glendale, California		91201-2349
(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

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 September 26, 2025, Public Storage (the “Company”) and Public Storage Operating Company, a subsidiary of the Company (“PSOC”), entered into an underwriting agreement (the “Underwriting Agreement”) with BNP PARIBAS, Goldman Sachs & Co. LLC and Morgan Stanley & Co. International plc, as joint book-running managers of the several underwriters named therein (the “Underwriters”), for the sale of €425 million aggregate principal amount of senior notes due 2034 (the “Notes”). The Notes will be issued by PSOC and guaranteed by the Company.

The Notes will bear interest at an annual rate of 3.500%, will be issued at 99.447% of par value and will mature on January 20, 2034.

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 preliminary prospectus supplement, dated September 26, 2025, 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 (the “Securities Act”).

The offering is expected to close on October 3, 2025, subject to the satisfaction of customary closing conditions. PSOC expects to use the net proceeds to repay the outstanding €242 million in aggregate principal amount of its 2.175% senior notes due November 2025 and for general corporate purposes, including to make investments in self-storage facilities (such as acquisitions of facilities or interests in entities that own facilities, development, and mortgage loans secured by facilities), repayment of debt and the redemption of outstanding securities.

The Underwriters have performed investment banking and advisory services for the Company and PSOC from time to time for which they have received customary fees and expenses. The Underwriters may, from time to time, engage in transactions with and perform services for the Company and PSOC in the ordinary course of their business.

The lenders under PSOC’s revolving credit facility include, among other financial institutions from time to time as lenders party thereto, BNP Paribas, an affiliate of BNP PARIBAS; Goldman Sachs Bank USA, an affiliate of Goldman Sachs & Co. LLC; Morgan Stanley Bank, N.A., an affiliate of Morgan Stanley & Co. International plc; The Bank of Nova Scotia, an affiliate of Scotiabank (Ireland) Designated Activity Company and UBS AG, Stamford Branch, an affiliate of UBS AG London Branch.

PSOC and the Company made certain customary representations, warranties and covenants concerning the Company, PSOC and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make in respect of those liabilities.

A copy of the Underwriting Agreement is attached to this report as Exhibit 1.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.
1.1		Underwriting Agreement, dated as of September 26, 2025, by and among PSOC, the Company, BNP PARIBAS, Goldman Sachs & Co. LLC and Morgan Stanley & Co. International plc, as joint book-running managers of the several underwriters named therein.
5.1		Opinion of Hogan Lovells US LLP.
23.1		Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
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: September 29, 2025						Nathaniel A. Vitan Senior Vice President, Chief Legal Officer & Corporate Secretary

FAQ

What type of financing did Public Storage (PSA) announce in this 8-K?

Public Storage’s subsidiary Public Storage Operating Company agreed to sell €425 million aggregate principal amount of senior notes due 2034, guaranteed by Public Storage.

What are the key terms of Public Storage Operating Company’s new 2034 notes?

The notes bear interest at 3.500% annually, will be issued at 99.447% of par value, and will mature on January 20, 2034.

How does Public Storage (PSA) plan to use the proceeds from the €425 million notes?

PSOC expects to use the net proceeds to repay €242 million of its 2.175% senior notes due November 2025 and for general corporate purposes, including investments in self-storage facilities, repayment of debt and possible redemption of outstanding securities.

When is the closing of Public Storage Operating Company’s new note offering expected?

The offering is expected to close on October 3, 2025, subject to the satisfaction of customary closing conditions.

Under what registration has Public Storage issued these senior notes?

The notes are being offered under a shelf registration statement on Form S-3 (File Nos. 333-283556 and 333-283556-01), with a preliminary prospectus supplement filed under Rule 424(b)(5).

Which banks are joint book-running managers for the Public Storage (PSA) note offering?

BNP PARIBAS, Goldman Sachs & Co. LLC and Morgan Stanley & Co. International plc are acting as joint book-running managers for the offering.