| Item 1.01. |
Entry Into a Material Definitive Agreement |
On October 29, 2026, Public Storage (the “Company”) and Public Storage Operating Company, a subsidiary of the Company (“PSOC”), entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., BNP Paribas Securities Corp. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), for the sale of $500 million aggregate principal amount of senior notes due 2036 (the “Notes”). The Notes will be issued by PSOC and guaranteed by the Company.
The Notes will bear interest at an annual rate of 5.600%, will be issued at 98.293% of par value and will mature on November 15, 2036. PSOC will pay interest on the Notes semi-annually on May 15 and November 15 of each year, commencing May 15, 2027.
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) which was amended by the Company and PSOC via the filing of a post-effective amendment to such registration statement with the Securities and Exchange Commission (the “SEC”) on September 8, 2026. A preliminary 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 (the “Securities Act”).
The offering is expected to close on November 6, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds to repay amounts outstanding under PSOC’s $1.0 billion commercial paper program and to use the remaining net proceeds to partially repay at maturity the outstanding $650 million in aggregate principal amount of PSOC’s 1.500% Senior Notes due 2026.
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, Bank of America, N.A., an affiliate of BofA Securities, Inc.; JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC; The Huntington National Bank, an affiliate of Huntington Securities, Inc.; U.S. Bank National Association, an affiliate of U.S. Bancorp Investments, Inc.; Goldman Sachs Bank USA, an affiliate of Goldman Sachs & Co. LLC; Wells Fargo Bank, National Association, an affiliate of Wells Fargo Securities, LLC; PNC Bank, National Association, an affiliate of PNC Capital Markets LLC; Morgan Stanley Bank, N.A., an affiliate of Morgan Stanley & Co. LLC; Sumitomo Mitsui Banking Corporation, an affiliate of SMBC Nikko Securities America, Inc.; TD Bank, N.A., an affiliate of TD Securities (USA) LLC; Citibank, N.A., an affiliate of Citigroup Global Markets Inc.; Royal Bank of Canada, an affiliate of RBC Capital Markets, LLC; BNP Paribas, an affiliate of BNP Paribas Securities Corp.; and The Bank of Nova Scotia, an affiliate of Scotia Capital (USA) Inc.
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.
