STOCK TITAN

Public Storage insider Form 4 details DSU and LTIP awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ronald L. Havner Jr., a Public Storage (PSA) director, reported equity compensation transactions dated 09/30/2025. The filing discloses grants of fully vested deferred share units (DSUs) issued in lieu of dividend equivalents and grants of fully vested LTIP Units under the company’s 2021 Equity and Performance-Based Incentive Compensation Plan. The DSUs are settled in unrestricted common shares upon separation, death, disability, or a change of control and will accrue additional DSUs as dividend equivalents. The report shows an LTIP grant of 321 units and a closing share price used of $288.85. The filing also lists beneficial ownership: 317,053 shares held indirectly by a trust and 1,900 shares held indirectly by spouse IRA, with 147,000.4 LTIP-related units/shares noted as held following the transactions.

Positive

  • Director elected equity deferral: DSUs and LTIP Units convert to common shares or cash equivalents, aligning trustee compensation with shareholder outcomes
  • Grants fully vested: The DSUs and LTIP Units reported are fully vested, providing clear economic alignment without additional vesting conditions

Negative

  • None.

Insights

TL;DR Director received routine equity-based compensation that defers cash retainers and dividends into share-linked units.

The Form 4 documents standard director compensation elections: DSUs in lieu of dividend equivalents and LTIP Units in lieu of cash retainers under the company plan. These instruments convert to common shares or equivalent cash values on specified events and are intended to align trustee incentives with shareholders. The holdings reported include indirect trust ownership and LTIP unit balances; the filing contains no mention of discretionary trading or disposal of large holdings beyond the grants.

TL;DR The filing shows non-cash, equity-settled compensation grants; amounts and settlement mechanics are disclosed.

The report specifies a grant methodology tied to the company closing price ($288.85) and quantifies a LTIP grant of 321 units plus aggregate LTIP holdings (including 143,875.40 vested units). The DSU mechanics and settlement contingencies are described, including additional DSUs for dividend equivalents. This is a compensation deferral event rather than an open-market purchase or sale.

Insider HAVNER RONALD L JR
Role Director
Type Security Shares Price Value
Grant/Award LTIP Units 321 $0.00 --
Grant/Award Common Shares 4.22 $288.85 $1K
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: LTIP Units — 147,000.4 shares (Direct); Common Shares — 7,717.24 shares (Direct); Common Shares — 317,053 shares (Indirect, By Trust)
Footnotes (1)
  1. Grant of fully-vested deferred share units (DSUs) in lieu of dividend equivalents pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2021 Equity and Performance-Based Incentive Compensation Plan. Each DSU represents the right to receive one Company common share. The number of DSUs granted represents the quotient of the dollar amount of the portion of the cash dividend equivalents paid on DSUs for the applicable calendar quarter Mr. Havner has elected to be paid in DSUs, divided by the Company's closing share price on the grant date. The DSUs will be settled in unrestricted common shares (i) in a lump sum upon Mr. Havner's separation from service as a trustee or (ii) in a lump sum upon Mr. Havner's earlier death or disability or upon an earlier change of control of the Company. In accordance with Mr. Havner's election, dividend equivalents paid on these DSUs will be issued as additional DSUs. Includes 2,717.24 deferred share units. Mr. Havner postponed receipt of 10,000 vested restricted share units granted February 19, 2015 with an original vesting date of April 1, 2016 in accordance with the following schedule: 10 equal installments over 10 years starting April 1, 2021 to April 1, 2030. 5,000 remain subject to deferred receipt and are also included here. Ronald L. Havner and LeeAnn R. Havner, Trustee of Havner Family Trust. Grant of fully-vested membership interests in Public Storage OP, L.P. ("Public Storage OP"), a subsidiary of the Company, designated as LTIP Units ("LTIP Units"), pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2021 Equity and Performance-Based Incentive Compensation Plan. The number of LTIP Units granted represents the quotient of the dollar amount of the portion of the cash retainers the reporting person has earned for the applicable calendar quarter and elected to be paid in LTIP Units, divided by the Company's closing share price on the grant date, rounded up to the nearest LTIP Unit. [footnote continues] [footnote continued] LTIP Units are intended to qualify as profits interests for US federal income tax purposes and are convertible, conditioned upon the satisfaction of minimum allocations to the capital account of the LTIP Units for federal income tax purposes, into Common Units in Public Storage OP ("OP Units"). The resulting OP Units may be exchanged by the reporting person for common shares or the equivalent cash value of common shares, as determined by the Company. Includes 143,875.40 vested LTIP Units and 3,125 LTIP Units subject to time-based vesting.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HAVNER RONALD L JR

(Last) (First) (Middle)
C/O PUBLIC STORAGE
701 WESTERN AVENUE

(Street)
GLENDALE CA 91201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Public Storage [ PSA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 09/30/2025 A 4.22(1) A $288.85 7,717.24(2) D
Common Shares 317,053 I By Trust(3)
Common Shares 1,900 I By Spouse IRA
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LTIP Units (4)(5) 09/30/2025 A 321(4)(5) (4)(5) (4)(5) Common Shares 321 (4)(5) 147,000.4(6) D
Explanation of Responses:
1. Grant of fully-vested deferred share units (DSUs) in lieu of dividend equivalents pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2021 Equity and Performance-Based Incentive Compensation Plan. Each DSU represents the right to receive one Company common share. The number of DSUs granted represents the quotient of the dollar amount of the portion of the cash dividend equivalents paid on DSUs for the applicable calendar quarter Mr. Havner has elected to be paid in DSUs, divided by the Company's closing share price on the grant date. The DSUs will be settled in unrestricted common shares (i) in a lump sum upon Mr. Havner's separation from service as a trustee or (ii) in a lump sum upon Mr. Havner's earlier death or disability or upon an earlier change of control of the Company. In accordance with Mr. Havner's election, dividend equivalents paid on these DSUs will be issued as additional DSUs.
2. Includes 2,717.24 deferred share units. Mr. Havner postponed receipt of 10,000 vested restricted share units granted February 19, 2015 with an original vesting date of April 1, 2016 in accordance with the following schedule: 10 equal installments over 10 years starting April 1, 2021 to April 1, 2030. 5,000 remain subject to deferred receipt and are also included here.
3. Ronald L. Havner and LeeAnn R. Havner, Trustee of Havner Family Trust.
4. Grant of fully-vested membership interests in Public Storage OP, L.P. ("Public Storage OP"), a subsidiary of the Company, designated as LTIP Units ("LTIP Units"), pursuant to the Company's Non-Management Trustee Compensation and Deferral Program under the Company's 2021 Equity and Performance-Based Incentive Compensation Plan. The number of LTIP Units granted represents the quotient of the dollar amount of the portion of the cash retainers the reporting person has earned for the applicable calendar quarter and elected to be paid in LTIP Units, divided by the Company's closing share price on the grant date, rounded up to the nearest LTIP Unit. [footnote continues]
5. [footnote continued] LTIP Units are intended to qualify as profits interests for US federal income tax purposes and are convertible, conditioned upon the satisfaction of minimum allocations to the capital account of the LTIP Units for federal income tax purposes, into Common Units in Public Storage OP ("OP Units"). The resulting OP Units may be exchanged by the reporting person for common shares or the equivalent cash value of common shares, as determined by the Company.
6. Includes 143,875.40 vested LTIP Units and 3,125 LTIP Units subject to time-based vesting.
Remarks:
/s/ Nathaniel A. Vitan, Attorney-in-Fact 10/02/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did PSA director Ronald L. Havner Jr. report on Form 4?

The filing reports grants of fully-vested deferred share units (DSUs) and a grant of 321 LTIP Units dated 09/30/2025 under the company's compensation plan.

How will the DSUs reported by PSA be settled?

The DSUs will be settled in unrestricted common shares either in a lump sum upon the trustee's separation from service, or earlier upon the trustee's death, disability, or a change of control.

What price was used to calculate the equity grants in the Form 4?

The filing shows a company closing share price of $288.85 used in the grant calculations.

How many shares or units does Ronald Havner beneficially own according to the filing?

The report lists 317,053 shares held indirectly by a trust, 1,900 shares held indirectly by a spouse IRA, and 147,000.4 LTIP-related units/shares following the transactions.

Are the LTIP Units immediately convertible to shares?

LTIP Units are intended to convert to OP Units and may be exchanged for common shares or equivalent cash value upon satisfaction of certain tax-related conditions, per the filing.