Form 8-K Public Storage For: Sep 16

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 16, 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 (469) 649-9486

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 each 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
6.000% Cumulative Preferred Shares, Series T, $0.01 par value		PSAPrT		New York Stock Exchange
6.000% Cumulative Preferred Shares, Series U, $0.01 par value		PSAPrU		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 September 16, 2026, PS Canada Finance ULC (“PS Canada”), a subsidiary of Public Storage (the “Company”), completed the previously announced offering of C$400 million 4.540% Senior Notes due 2033 (the “Notes”). The Notes are issued by PS Canada and guaranteed by the Company and Public Storage Operating Company, a subsidiary of the Company (“PSOC”).

The Notes have been issued pursuant to an Indenture, dated as of September 16, 2026 (the “Base Indenture”), among PS Canada, as issuer, the Company and PSOC, as guarantors, and Computershare Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of September 16, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among PS Canada, the Company, PSOC and the Trustee.

The Notes bear interest at 4.540% per annum, accruing from September 16, 2026. Interest on the Notes is payable semi-annually on March 16 and September 16 of each year, commencing on March 16, 2027. The Notes will mature on September 16, 2033. The Notes are PS Canada’s direct, unsecured and unsubordinated obligations and will rank equally in right of payment with all of PS Canada’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 applicable make-whole redemption price specified in the Indenture. If the Notes are redeemed on or after July 16, 2033 (two 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 excluding, the redemption date.

The Indenture contains certain covenants that, among other things, limit the ability of PS Canada, subject to exceptions, to consummate a merger, consolidation, amalgamation 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 and limits its ability, subject to exceptions, to incur secured and 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, as amended (File Nos. 333-283556, 333-283556-01 and 333-283556-02) filed by the Company, PSOC and PS Canada with the Securities and Exchange Commission (the “SEC”) on September 8, 2026. A prospectus supplement, dated September 9, 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		Indenture, dated as of September 16, 2026, among PS Canada Finance ULC, Public Storage, Public Storage Operating Company and Computershare Trust Company, N.A., as trustee.
4.2		First Supplemental Indenture, dated as of September 16, 2026, among PS Canada Finance ULC, Public Storage, Public Storage Operating Company and Computershare Trust Company, N.A., 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/ S. Wade Sheek
Date: September 16, 2026						S. Wade Sheek Chief Legal Officer & Corporate Secretary