Form 8-K
8-K — Public Storage
Accession: 0001193125-26-312563
Filed: 2026-07-22
Period: 2026-07-21
CIK: 0001393311
SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)
Item: Entry into a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Unregistered Sales of Equity Securities
Item: Material Modifications to Rights of Security Holders
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d137665d8k.htm (Primary)
EX-10.1 (d137665dex101.htm)
EX-99.1 (d137665dex991.htm)
GRAPHIC (g137665g0722192345458.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d137665d8k.htm · Sequence: 1
8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 21, 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)
(469) 649-9486
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications 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
6.000% Cum Pref Shares, Series T, par value $0.01 per share
PSAPrT
New York Stock Exchange
6.000% Cum Pref Shares, Series U, par value $0.01 per share
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. ☐
Introductory Note
On July 22, 2026 (the “Closing Date”), Public Storage, a Maryland real estate investment trust (“Public Storage”), announced the completion of its previously announced acquisition of National Storage Affiliates Trust, a Maryland real estate investment trust (“NSA”), pursuant to that certain Agreement and Plan of Merger, dated as of March 16, 2026 (the “Merger Agreement”), by and among NSA, NSA OP, LP, a Delaware limited partnership (“NSA OP”), Public Storage, Public Storage OP, L.P., a Delaware limited partnership (“PSA OP”), Pelican Merger Sub I, LLC, a Maryland limited liability company and a wholly owned subsidiary of Public Storage (“Merger Sub I”), and Pelican Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of PSA OP (“Merger Sub II”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
In connection with the completion of the transactions contemplated by the Merger Agreement: (i) NSA OP consummated the Dropdown JV Contribution pursuant to the Dropdown JV Contribution Agreement, (ii) following the consummation of the Dropdown JV Contribution, NSA merged with and into Merger Sub I, with Merger Sub I continuing as the surviving company (the “Company Merger”), (iii) following the consummation of the Company Merger, the Dropdown JV Financing was consummated as contemplated therein, (iv) following the consummation of the transactions described in (i), (ii) and (iii) above, the redemption of Class A OP Units of NSA OP (the “NSA OP Units”) pursuant to the Special Redemption was consummated immediately prior to the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), and (v) Merger Sub II merged with and into NSA OP, with NSA OP continuing as the surviving limited partnership (the “Partnership Merger” and, together with the Company Merger, the “Mergers”).
Item 1.01
Entry into a Material Definitive Agreement.
On July 21, 2026, PSA OP entered into an amendment (the “PSA OP Agreement Amendment”) to its Amended and Restated Agreement of Limited Partnership to designate the terms of the 6.000% Series T Cumulative Redeemable Preferred Units of PSA OP (the “PSA OP Series T Preferred Units”) and the 6.000% Series U Cumulative Redeemable Preferred Units of PSA OP (the “PSA OP Series U Preferred Units”) that were issued to Public Storage in connection with the issuance by Public Storage of Public Storage Series T Preferred Shares and Public Storage Series U Preferred Shares. The PSA OP Series T Preferred Units and the PSA OP Series U Preferred Units, which pursuant to the Partnership Merger were issued at the Partnership Merger Effective Time upon conversion of NSA OP’s 6.000% Series A Cumulative Redeemable Preferred Units (“NSA OP Series A Preferred Units”) and NSA OP’s Series B Cumulative Redeemable Preferred Units (“NSA OP Series B Preferred Units”), have rights, preferences, privileges and voting powers that are materially unchanged from those of the NSA OP Series A Preferred Units and NSA OP Series B Preferred Units. The PSA OP Agreement Amendment also designates the terms of the 6.000% Series T-1 Cumulative Redeemable Preferred Units of PSA OP (the “PSA OP Series T-1 Preferred Units” and, together with the PSA OP Series T Preferred Units and the PSA OP Series U Preferred Units, the “PSA OP Preferred Units”) that were issued to holders of NSA OP’s 6.000% Series A-1 Cumulative Redeemable Preferred Units (“NSA OP Series A-1 Preferred Units” and, together with the NSA OP Series A Preferred Units and the NSA OP Series B Preferred Units, the “NSA OP Preferred Units”) in the Partnership Merger. The rights, preferences, privileges and voting powers of the PSA OP Series T-1 Preferred Units are materially unchanged from those of the NSA OP Series A-1 Preferred Units.
The foregoing description of the PSA OP Agreement Amendment does not purport to be complete and is qualified in its entirety by the full text of the PSA OP Agreement Amendment, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 2.01
Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, at the effective time of the Company Merger (the “Company Merger Effective Time”), (i) each common share of beneficial interest, par value $0.01 per share, of NSA (each, an “NSA Common Share”) issued and outstanding immediately prior to the Company Merger Effective Time was converted into the right to receive 0.1400 (the “Exchange Ratio”) newly issued common shares of beneficial interest, par value $0.10 per share, of Public Storage (“Public Storage Common Shares”) and cash in lieu of fractional shares, (ii) each 6.000% Series A cumulative redeemable preferred share of beneficial interest, par value $0.01 per share, of NSA (each, an “NSA Series A Preferred Share”) issued and outstanding immediately prior to the Company Merger Effective Time was converted into the right to receive one newly issued 6.000% Cumulative Preferred Share, Series T, par value $0.01 per share, of Public Storage (each, a “Public Storage Series T Preferred Share”), having rights, preferences, privileges and voting powers that are materially unchanged from those of the NSA Series A Preferred Shares, (iii) each 6.000% Series B cumulative redeemable preferred share of beneficial interest, par value $0.01 per share, of NSA (each, an “NSA Series B Preferred Share”) issued and outstanding immediately prior to the Company Merger Effective Time was converted into the right to receive one newly issued 6.000% Cumulative Preferred Share, Series U, par value $0.01 per share, of Public Storage (each, a “Public Storage Series U Preferred Share”), having rights, preferences, privileges and voting powers that
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are materially unchanged from those of the NSA Series B Preferred Shares, (iv) subject to the Special Redemption (as described below), each NSA OP Unit issued and outstanding immediately prior to the Partnership Merger Effective Time was automatically converted into a number of newly issued common units in PSA OP (“Public Storage OP Units”) equal to the Exchange Ratio, and (v) each NSA OP Preferred Unit issued and outstanding as of immediately prior to the Partnership Merger Effective Time was converted into the right to receive one unit of a corresponding class or series of newly issued PSA OP Preferred Unit having rights, preferences, privileges and voting powers that are materially unchanged from those of the corresponding class or series of NSA OP Preferred Units.
Pursuant to the terms and conditions of the Merger Agreement, each restricted share award of NSA (“NSA Restricted Share Award”) that remained outstanding and unvested immediately prior to the Company Merger Effective Time vested in full immediately prior to such effective time. The NSA Common Shares underlying such NSA Restricted Share Award were thereafter treated as issued and outstanding NSA Common Shares for purposes of the Merger Agreement and holders of such NSA Common Shares became entitled to receive the same merger consideration as holders of other outstanding NSA Common Shares.
Pursuant to the terms and conditions of the Merger Agreement, each performance-vesting LTIP unit of NSA OP (“NSA OP LTIP Unit”) granted in 2026 that was outstanding immediately prior to the Partnership Merger Effective Time was cancelled at the Partnership Merger Effective Time for no consideration. Each other NSA OP LTIP Unit that was outstanding and unvested immediately prior to the Partnership Merger Effective Time vested in full, and all restrictions thereon automatically lapsed, as of immediately prior to the Partnership Merger Effective Time, with any performance-based vesting conditions treated as assuming attainment of the target level of performance, and immediately following such vesting and effective as of the Partnership Merger Effective Time, NSA, as general partner of NSA OP, exercised its right to convert all such NSA OP LTIP Units then eligible for conversion into an equal number of NSA OP Units in accordance with the Fourth Amended and Restated Agreement of Limited Partnership of NSA OP, dated as of May 30, 2024, as amended (the “NSA OP Agreement”), and the NSA OP Units issued in respect thereof were treated as NSA OP Units for purposes of the Merger Agreement and received the same form and amount of consideration as other NSA OP Units in the Partnership Merger.
Promptly following the Partnership Merger Effective Time on the Closing Date, NSA OP paid each holder of NSA OP LTIP Units, other than performance-vesting NSA OP LTIP Units granted in 2026, an amount equal to all accrued and unpaid cash distributions with respect to such NSA OP LTIP Units up to and including the Partnership Merger Effective Time, without interest, in accordance with the terms of the applicable award agreements governing such NSA OP LTIP Units and the NSA OP Agreement.
In connection with the transactions contemplated by the Merger Agreement, each outstanding award of time-based NSA OP LTIP Units granted in 2026 was converted on a one-for-one basis into an NSA Restricted Share Award covering an equal number of NSA Common Shares. Consistent with the treatment of other NSA Restricted Share Awards under the Merger Agreement as described above, the converted awards vested in full immediately prior to the Company Merger Effective Time and were thereafter converted into the right to receive Public Storage Common Shares pursuant to the terms of the Merger Agreement applicable to NSA Common Shares. Accordingly, holders of such awards received Public Storage Common Shares in respect of such awards. Absent this conversion into NSA Restricted Share Awards, under the terms of the Merger Agreement, all outstanding time-based NSA OP LTIP Units granted in 2026 would have fully vested immediately prior to the Partnership Merger Effective Time and would have converted into Public Storage OP Units.
On the Closing Date, as a result of the Mergers, Public Storage issued approximately (i) 11,200,000 Public Storage Common Shares to former holders of NSA Common Shares and NSA’s outstanding equity awards, (ii) 9,569,557 Public Storage Series T Preferred Shares to former holders of NSA Series A Preferred Shares, and (iii) 5,668,128 Public Storage Series U Preferred Shares to former holders of NSA Series B Preferred Shares.
On the Closing Date, in connection with the consummation of the Mergers, pursuant to the terms and conditions of the Merger Agreement, a subsidiary of Public Storage entered into a joint venture (the “Dropdown JV”) with certain holders of NSA OP Units as of immediately prior to the Special Redemption. The Dropdown JV holds 313 real estate assets contributed by NSA OP prior to the consummation of the Company Merger, valued at approximately $3.2 billion. Immediately following the consummation of the Company Merger, pursuant to the Dropdown JV Financing, the Dropdown JV incurred approximately $2.2 billion of indebtedness, consisting of approximately $2.0 billion in secured mortgage financing from Goldman Sachs Bank USA and Wells Fargo Bank, National Association (the “Mortgage Loan”) and approximately $237 million in mezzanine financing from a subsidiary of Public Storage (the “Mezzanine Loan”). The Mortgage Loan matures in August 2027 unless extended in accordance with its terms and contains customary representations and warranties, covenants, recourse carveouts and events of default. The Mezzanine Loan matures on the date which is five business days following the maturity of the Mortgage Loan or the initial refinancing thereof and is supported by a pledge of the equity interests of the parent of the Mortgage Loan borrowers. Pursuant to the Special Redemption, which was consummated in accordance with the NSA OP Agreement and the Merger Agreement, certain electing holders of NSA OP Units (each, a “Dropdown JV Investor”) redeemed NSA OP Units in exchange for units in a Delaware limited liability company (the “Aggregator”) that holds an 80% equity interest in the Dropdown JV. An
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aggregate of 19,193,490 NSA OP Units held by electing limited partners in NSA OP were redeemed pursuant to the Special Redemption. Following the consummation of the transactions contemplated by the Merger Agreement, 80% of the common equity of the Dropdown JV was held by the Aggregator and 20% of the common equity of the Dropdown JV was held by a subsidiary of Public Storage. For each NSA OP Unit contributed by a Dropdown JV Investor, such investor received one unit in the Dropdown JV, held indirectly through an interest in the Aggregator.
The foregoing description of the Merger Agreement and the transactions contemplated therein does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 2.1 to Public Storage’s Current Report on Form 8-K on March 17, 2026, and which is incorporated herein by reference.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
In connection with entry into the Mortgage Loan, a subsidiary of Public Storage provided a customary limited non-recourse carveout guaranty (the “Limited Guaranty”) in respect of certain obligations under the Mortgage Loan. Under the terms of the Limited Guaranty, the guarantor guaranteed certain specified losses arising from customary non-recourse carve-out events, including, among other things, intentional or grossly negligent waste, fraud or intentional material misrepresentation, willful misconduct and misappropriation of funds. In addition, the Limited Guaranty provides for springing recourse liability upon the occurrence of certain customary events, including specified voluntary bankruptcy or insolvency actions, certain prohibited changes of control and other customary recourse carve-out events.
Item 3.02
Unregistered Sales of Equity Securities.
The information set forth in the Introductory Note, Item 1.01 and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, as a result of the Partnership Merger, Public Storage issued approximately (i) 4,100,000 Public Storage OP Units to former holders of NSA OP Units and (ii) 660,371 Public Storage Series T-1 Preferred Units to former holders of NSA OP’s Series A-1 Preferred Units.
The Public Storage OP Units and the PSA OP Preferred Units issued in connection with the Partnership Merger are intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption provided in Section 4(a)(2) of the Securities Act.
Item 3.03
Material Modification to Rights of Security Holders.
The terms of the Public Storage Series T Preferred Shares and the Public Storage Series U Preferred Shares are set forth in the Articles Supplementary to Public Storage’s Amended and Restated Declaration of Trust, as amended, that are filed as Exhibits 3.1 and 3.2 hereto and incorporated herein by reference.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Under Public Storage’s Amended and Restated Declaration of Trust, Public Storage’s Board of Trustees is authorized without further shareholder action to provide for the issuance of up to 100,000,000 preferred shares of beneficial interest. As described above, on July 21, 2026, Public Storage filed with the Maryland State Department of Assessments and Taxation, Articles Supplementary designating 10,229,928 of Public Storage’s preferred shares of beneficial interest as “6.000% Cumulative Preferred Shares, Series T” and 5,668,128 of Public Storage’s preferred shares of beneficial interest as “6.000% Cumulative Preferred Shares, Series U.”
Item 7.01
Regulation FD Disclosure.
On July 22, 2026, Public Storage issued a press release announcing the completion of the Mergers. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The foregoing information in this Item 7.01, including the information contained in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of Public Storage’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
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Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
2.1
Agreement and Plan of Merger, dated as of March 16, 2026, by and among National Storage Affiliates Trust, NSA OP, LP, Public Storage, Public Storage OP, L.P., Pelican Merger Sub I, LLC and Pelican Merger Sub II, LLC, filed as Exhibit 2.1 to the Company’s Current Report on 8-K dated March 17, 2026.*
3.1
Articles Supplementary for the 6.000% Cumulative Preferred Shares, Series T, filed as Exhibit 3.3 to the Company’s Form 8-A dated July 21, 2026.
3.2
Articles Supplementary for the 6.000% Cumulative Preferred Shares, Series U, filed as Exhibit 3.4 to the Company’s Form 8-A dated July 21, 2026.
10.1
First Amendment to Exhibit J to the Amended and Restated Agreement of Limited Partnership of Public Storage OP, L.P.
99.1
Press Release, dated July 22, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Schedules and exhibits have been omitted pursuant to Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. Parent agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request; provided, however, that Parent may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.
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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
Nathaniel A. Vitan
Chief Legal Officer and Corporate Secretary
Date: July 22, 2026
EX-10.1
EX-10.1
Filename: d137665dex101.htm · Sequence: 2
EX-10.1
Exhibit 10.1
FIRST AMENDMENT TO
EXHIBIT J TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF PUBLIC STORAGE OP, L.P.
This First
Amendment (this “Amendment”) to Exhibit J to the Amended and Restated Agreement of Limited Partnership Agreement (the “Partnership Agreement”) of Public Storage OP, L.P. (the
“Partnership”), is made and entered into as of July 21, 2026, by PSOP GP LLC, the sole general partner of the Partnership (the “General Partner”).
RECITALS:
A.
Pursuant to the Partnership Agreement, the Partners set forth their agreement with respect to the Partnership
and its affairs. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Partnership Agreement.
B.
Pursuant to Section 4.2 of the Partnership Agreement, the General Partner is authorized to cause the
Partnership from time to time to issue additional classes of Preferred Units, with such designations, preferences and rights as shall be determined, subject to applicable Delaware law, by the General Partner in its sole and absolute discretion.
C.
The Partnership is party to the Agreement and Plan of Merger dated as of March 16, 2026 (the
“Merger Agreement”), by and among National Storage Affiliates Trust, a Maryland real estate investment trust (the “NSA”), NSA OP, LP, a Delaware limited partnership (the “NSA Partnership”),
Public Storage, a Maryland real estate investment trust (“PSA”), the Partnership, Pelican Merger Sub I, LLC, a Maryland limited liability company, and Pelican Merger Sub II, LLC, a Delaware limited liability company.
D.
Pursuant to the Merger Agreement, the Partnership is obligated to issue certain Preferred Units in connection
with the closing of the transaction. The General Partner desires to approve the designation of the classes of Preferred Units described below for issuance in accordance with the Merger Agreement and to amend Exhibit J to Partnership Agreement
to reflect such designations.
NOW, THEREFORE, the General Partner desires to effect this Amendment as provided herein:
1.
The General Partner hereby approves the following:
a) Exhibit J—” DESIGNATION OF TERMS OF PREFERRED UNITS” is hereby amended to include the following:
“Series T Preferred Partnership Interests” mean an ownership interest in the Partnership evidenced by the Series T Preferred
Units, having a preference in payment of distributions or on liquidation as set forth in this Agreement.
“Series T Preferred
Units” means the series of Preferred Units established pursuant to this Agreement, representing a fractional, undivided share of the Series T Preferred Partnership Interests of all Partners issued under this Agreement.
“Series T-1 Preferred Partnership
Interests” mean an ownership interest in the Partnership evidenced by the Series T-1 Preferred Units, having a preference in payment of distributions or on liquidation as set forth in this Agreement.
“Series T-1 Preferred Units” means the series of Preferred Units established pursuant
to this Agreement, representing a fractional, undivided share of the Series T-1 Preferred Partnership Interests of all Partners issued under this Agreement.
“Series U Preferred Partnership Interests” mean an ownership interest in the Partnership evidenced by the Series U Preferred
Units, having a preference in payment of distributions or on liquidation as set forth in this Agreement.
“Series U Preferred
Units” means the series of Preferred Units established pursuant to this Agreement, representing a fractional, undivided share of the Series U Preferred Partnership Interests of all Partners issued under this Agreement.
b) Exhibit J—Schedule I is hereby amended to include the following:
Series T Preferred Units
Series T-1 Preferred Units
Series U Preferred Units
c)
Exhibit J—Schedule II is hereby amended to include the designations set forth on Exhibit A hereto.
2.
Partnership Agreement. Except as set forth herein, the Partnership Agreement, including Exhibit
J, shall remain in full force and effect.
3.
Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the
State of Delaware.
[The remainder of this page has been intentionally left blank]
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amendment
as of the date first written above.
PUBLIC STORAGE OP, L.P.
By: PSOP GP LLC,
its General
Partner
By:
/s/ Nathaniel A. Vitan
Name:
Nathaniel A. Vitan
Title:
Authorized Signatory
EXHIBIT A
DESIGNATION OF TERMS SERIES T PREFERRED UNITS
Section 1. Definitions. The following definitions, which supplement the definitions set forth in Exhibit J-Designation of Terms of
Preferred Units, shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Preferred Unit designation.
“Business Day” shall mean any day other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which
banking institutions in New York City are authorized or required by law, regulation or executive order to close.
“Distribution
Period” means, as applicable, the Series T Distribution Period or the distribution period set forth in the terms of any other Preferred Unit of the Partnership.
“REIT Common Share” means a common share of beneficial interest, $0.10 par value per share, of Public Storage.
“REIT Series T Preferred Share” means a share of the 6.000% Cumulative Preferred Shares, Series T, $0.01 par value per
share, of Public Storage.
“Series T Articles Supplementary” means the articles supplementary of Public Storage setting
forth the terms of the REIT Series T Preferred Shares, accepted for record by the State Department of Assessments and Taxation of Maryland (“SDAT”) on July 21, 2026.
“Series T Distribution Period” shall mean the respective periods commencing on and including the first day of January,
April, July and October of each year and ending on and including the day preceding the first day of the next succeeding Series T Distribution Period (other than the Series T Distribution Period during which any Series T Preferred Units shall be
redeemed pursuant to Section 5 hereof, which shall end on and include the day preceding the redemption date with respect to the Series T Preferred Units being redeemed).
“Series T Preferred Unit Distribution Payment Date” shall mean (i) the last calendar day of each March, June,
September and December of each year, commencing on September 30, 2026, and (ii), in the event of a redemption of Series T Preferred Units, the redemption date.
“Series T Priority Return” shall mean an amount equal to 6.000% per annum on the stated value of $25.00 per Series T
Preferred Unit (equivalent to the fixed annual amount of $1.50 per Series T Preferred Unit), commencing with the Series T Distribution Period beginning on July 1, 2026. For any Series T Distribution Period greater than or less than a full
Series T Distribution Period, the amount of the Series T Priority Return shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day
months.
Section 2. Designation and Number. A series of Partnership Units in the Partnership designated as the “6.000% Series T
Cumulative Redeemable Preferred Units” (the “Series T Preferred Units”) is hereby established. The number of Series T Preferred Units shall be 10,229,928.
Section 3. Distributions.
(a) Payment of Distributions. Subject to the preferential rights of holders of any class or series of Partnership Interests of the
Partnership now or hereafter issued and outstanding, ranking senior to the Series T Preferred Units with respect to the payment of distributions, the holder of the Series T Preferred Units shall be entitled to receive, when, as and if authorized by
the General Partner out of funds legally available for payment of distributions, cumulative cash distributions in an amount equal to the Series T Priority Return. Such distributions shall accrue and be cumulative from and including June 30,
2026 or, if later, the most recent Series T Preferred Unit Distribution Payment Date (as defined below) to which distributions have been paid in full, and shall be payable quarterly in arrears, on each Series T Preferred Unit Distribution Payment
Date; provided, however, if any Series T Preferred Unit Distribution Payment Date is not a Business Day, then the distribution which would otherwise have been payable on such Series T Preferred Unit Distribution Payment Date may be paid, at the
General Partner’s option, on either the immediately preceding Business Day or the next succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if paid on such Series T Preferred Unit Distribution Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Series T Preferred
Unit Distribution Payment Date to such next succeeding Business Day.
(b) Distributions Cumulative. Notwithstanding anything
contained herein to the contrary, distributions on the Series T Preferred Units shall accrue whether or not the terms and provisions set forth in Section 3(c) at any time prohibit the current payment of distributions,
whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared.
(c) Priority as to Distributions.
(i)
Except as provided in Sections 3(c)(ii) and 3(e) below, no distributions shall be declared and paid or declared and set apart for payment, and no other distribution of cash or other property may be declared and made, directly or
indirectly, on or with respect to any Parity Preferred Unit or Junior Unit as to distributions for any period, nor shall any Junior Units or Parity Preferred Units as to distributions and the distribution of assets upon the Partnership’s
liquidation, dissolution or winding up be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds be paid or made available for a sinking fund for the redemption of such units, and no other distribution of cash or other
property may be made, directly or indirectly, on or with respect thereto by the Partnership, unless full cumulative distributions on the Series T Preferred Units for all past Distribution Periods shall have been or contemporaneously are
(i) declared and paid or (ii) declared and a sum sufficient for the payment thereof is set apart for such payment.
(ii) Except as provided in
Sections 3(e) below, when distributions are not paid in full (or declared and a sum sufficient for such full payment is not so set apart) upon the Series T Preferred Units and any other Parity Preferred Units as to distributions, all
distributions declared upon the Series T Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions (which, shall not include the redemption or repurchase of units of any such class or series) shall
be declared pro rata so that the amount of distributions declared per Series T Preferred Unit and each Parity Preferred Unit of such other class or series shall in all cases bear to
each other the same ratio that accrued distributions per Series T Preferred Unit and per Parity Preferred Unit of such other class or series (which shall not include any accrual in respect of
unpaid distributions on such other class or series of Parity Preferred Units for prior Distribution Periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of
money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series T Preferred Units which may be in arrears.
(d) No Further Rights. Public Storage, in its capacity as holder of the Series T Preferred Units, shall not be entitled to any
distributions, whether payable in cash, other property or otherwise, in excess of the full cumulative distributions on the Series T Preferred Units as provided herein. Any distribution payment made on the Series T Preferred Units shall first be
credited against the earliest accrued but unpaid distribution due with respect to such Series T Preferred Units which remains payable. Accrued but unpaid distributions on the Series T Preferred Units will accrue as of the Series T Preferred Unit
Distribution Payment Date on which they first become payable.
(e) Notwithstanding the provisions of Section 3(c) and regardless of
whether distributions are paid in full (or declared and a sum sufficient for such full payment is not so set apart) on the Series T Preferred Units or Parity Preferred Units, as to distributions, for any or all Distribution Periods, the Partnership
shall not be prohibited or limited from (i) paying distributions on any Partnership Units in Junior Units as to payment of distributions and the distribution of assets upon the Partnership’s liquidation, dissolution and winding up,
(ii) converting or exchanging any Partnership Units for Junior Units as to payment of distributions and the distribution of assets upon the Partnership’s liquidation, dissolution and winding up, (iii) redeeming any Partnership Units
in connection with the acquisition of REIT Common Shares pursuant to the provisions of Article VII of the declaration of trust of Public Storage (the “Declaration of Trust”) or any comparable provision of the Declaration of Trust,
or otherwise in order to ensure that Public Storage remains qualified as a REIT, (iv) purchasing or exchanging Series T Preferred Units or Parity Preferred Units in connection with the acquisition by Public Storage of any REIT Series T
Preferred Shares or other shares ranking on parity with the REIT Series T Preferred Shares as to dividends or the distribution of assets upon Public Storage’s liquidation, dissolution or winding up (“REIT Parity Preferred
Shares”) pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding REIT Series T Preferred Shares and REIT Parity Preferred Shares, provided that such redemption or exchange shall comply with the
requirements of Section 5 herein or (v) redeeming Series T Preferred Units pursuant to Section 5 below.
Section 4. Liquidation Proceeds.
(a) Distributions. Upon any voluntary or involuntary liquidation, dissolution or winding-up of
the Partnership, distributions on the Series T Preferred Units shall be made in accordance with Article 13 of the Partnership Agreement.
(b) Notice. Written notice of any such voluntary or involuntary liquidation, dissolution or
winding-up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by the General Partner
pursuant to Section 13.5 of the Partnership Agreement.
(c) No Further Rights. After payment of the full amount of the liquidating
distributions to which it is entitled, Public Storage, as holder of the Series T Preferred Units, will have no right or claim to any of the remaining assets of the Partnership.
(d) Consolidation, Merger or Certain Other Transactions. The voluntary sale, conveyance, lease, exchange or transfer (for cash, shares,
securities or other consideration) of all or substantially all of the property or assets of the Partnership to, or the consolidation or merger or other business combination of the Partnership with or into, any corporation, trust or other entity (or
of any corporation, trust or other entity with or into the Partnership) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership.
Section 5. Redemption. If Public Storage elects to redeem or otherwise repurchase any of the REIT Series T Preferred Shares or REIT Parity
Preferred Shares in accordance with the terms of the Series T Articles Supplementary or any articles supplementary governing REIT Parity Preferred Shares, the Partnership shall, on the date set for redemption or repurchase of such REIT Series T
Preferred Shares or REIT Parity Preferred Shares, redeem or repurchase an equal number of Series T Preferred Units or Parity Preferred Units held by Public Storage upon the same terms and for the same price per unit as such shares are redeemed or
repurchased.
Section 6. Rank. The Series T Preferred Units will, with respect to distribution rights and rights upon voluntary or involuntary
liquidation, dissolution or winding-up of the Partnership, rank (a) senior to the Common Units, LTIP Units, and all other Partnership Units the terms of which provide that such Partnership Units shall
rank junior to the Series T Preferred Units as to distributions and rights upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership; (b) on parity with all Parity Preferred
Units; and (c) junior to all Partnership Units the terms of which provide that such Partnership Units shall rank senior to the Series T Preferred Units as to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership. The Series T Preferred Units will also rank junior in right of payment to the Partnership’s existing and future debt obligations.
Section 7. Voting Rights. Public Storage shall not have any voting or consent rights in respect of its partnership interest represented by the
Series T Preferred Units.
Section 8. Transfer Restrictions. The Series T Preferred Units shall not be transferable except in accordance with
Article XI of the Partnership Agreement.
Section 9. Conversion. In the event of a conversion of REIT Series T Preferred Shares into REIT
Common Shares at the option of the holders of REIT Series T Preferred Shares pursuant to the terms of the Series T Articles Supplementary, then, upon such conversion, the Partnership shall convert an equal whole number of Series T Preferred Units
into Common Units equal to the number of REIT Common Shares into which such REIT Series T Preferred Shares were converted. In the event of a conversion of REIT Series T Preferred Shares into REIT Common Shares, (a) to the extent Public Storage
is required to pay cash in lieu of fractional REIT Common Shares pursuant to the Series T Articles Supplementary in connection with such conversion, the Partnership shall distribute an equal amount of cash to Public Storage; and (b) to the
extent Public Storage receives cash proceeds in addition to the REIT Series T Preferred Shares tendered for conversion, Public Storage shall contribute such proceeds to the Partnership.
Section 10. No Sinking Fund. No sinking fund shall be established for the retirement or
redemption of Series T Preferred Units.
DESIGNATION OF TERMS SERIES T-1 PREFERRED UNITS
Section 1. Definitions. The following definitions, which supplement the definitions set forth in Exhibit J-Designation of Terms of
Preferred Units, shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Preferred Unit designation.
“Adjustment Factor” means 1.0; provided, however, that in the event that Public Storage (a) splits or
subdivides its outstanding REIT Series T Preferred Shares or (b) effects a reverse share split or otherwise combines its outstanding REIT Series T Preferred Shares into a smaller number of REIT Series T Preferred Shares, the Adjustment Factor
shall be adjusted by multiplying the Adjustment Factor previously in effect by a fraction, (i) the numerator of which shall be the number of REIT Series T Preferred Shares issued and outstanding on the record date for such dividend,
distribution, split, subdivision, reverse split or combination (assuming for such purposes that such dividend, distribution, split, subdivision, reverse split or combination has occurred as of such time) and (ii) the denominator of which shall
be the actual number of REIT Series T Preferred Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, split, subdivision, reverse split or combination.
“Business Day” shall mean any day other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which
banking institutions in New York City are authorized or required by law, regulation or executive order to close.
“Cash
Amount” means, with respect to a Tendering Partner, an amount of cash equal to the product of (A) the Value of a REIT Series T Preferred Share and (B) such Tendering Partner’s REIT Series T Preferred Share Amount determined
as of the date of receipt by the General Partner of such Tendering Partner’s Notice of Redemption or, if such date is not a Business Day, the immediately preceding Business Day.
A “Change of Control” is when, after the original issuance of the REIT Series T Preferred Shares, each of the following
have occurred and are continuing:
(i) the acquisition by any person, including any syndicate or group deemed to be a“person” under
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions
of equity shares of Public Storage entitling that person to exercise more than 50% of the total voting power of all equity shares of Public Storage entitled to vote generally in the election of Public Storage’s trustees (except that such
person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and
(ii) following the closing of any transaction referred to in (i) above, neither Public Storage nor the acquiring or surviving entity (or, if in
connection with such transaction holders of REIT Common Shares receive Alternative Form Consideration (as defined in the Series T Articles Supplementary) consisting of common equity securities of another entity, such other entity) has a class of
common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange, Inc. (the “NYSE”), the NYSE American, LLC (the “NYSE AMER”), or the NASDAQ Stock Market
(“NASDAQ”), or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE AMER or NASDAQ.
“Distribution Period” means, as applicable, the Series T-1 Distribution Period or the distribution period set forth in the terms of any other Preferred Unit of the Partnership.
“Holder Redemption” has the meaning set forth in Section 10(a) hereof.
“Notice of Redemption” means the Notice of Redemption substantially in the form of Exhibit I attached to this
Preferred Unit Designation.
“Optional Redemption Right” has the meaning set forth in Section 5(b) hereof.
“Publicly Traded” means listed or admitted to trading on NYSE or any other national securities exchange.
“REIT Series T Preferred Share” means a share of the 6.000% Cumulative Preferred Shares, Series T, $0.01 par value per
share, of Public Storage.
“REIT Series T Preferred Share Amount” means a number of REIT Series T Preferred Shares
equal to the product of (a) the number of Tendered Units and (b) the Adjustment Factor in effect on the Specified Redemption Date with respect to such Tendered Units; provided, however, that, in the event that Public Storage issues
to all holders of REIT Series T Preferred Shares as of a certain record date rights, options, warrants or convertible or exchangeable securities entitling the Public Storage’s shareholders to subscribe for or purchase REIT Series T Preferred
Shares, or any other securities or property (collectively, the “Rights”), with the record date for such Rights issuance falling within the period starting on the date of the Notice of Redemption and ending on the day immediately
preceding the Specified Redemption Date, which Rights will not be distributed before the relevant Specified Redemption Date, then the REIT Series T Preferred Share Amount shall also include such Rights that a holder of that number of REIT Series T
Preferred Shares would be entitled to receive, expressed, where relevant hereunder, in a number of REIT Series T Preferred Shares determined by Public Storage in good faith.
“Senior Units” has the meaning set forth in Section 6 herein.
“Series T Articles Supplementary” means the articles supplementary of Public Storage setting forth the terms of the REIT
Series T Preferred Shares, accepted for record by the State Department of Assessments and Taxation of Maryland on July 21, 2026.
“Series T-1 Distribution Payment Date” shall mean (i) the last calendar day of
each March, June, September and December of each year, commencing on September 30, 2026, and (ii), in the event of a redemption of Series T-1 Preferred Units, the redemption date.
“Series T-1 Distribution Period” shall mean the respective periods commencing on
and including the first day of January, April, July and October of each year and ending on and including the day preceding the first day of the next succeeding Series T-1 Distribution Period (other than the
Series T-1 Distribution Period during which any Series T-1 Preferred Units shall be redeemed pursuant to Section 5 hereof, which shall end on
and include the day preceding the redemption date with respect to the Series T-1 Preferred Units being redeemed).
“Series T-1 Distribution Record
Date” shall mean the date designated by the General Partner for the payment of distribution that is same date designated by Public Storage’s board of trustees as the record date for the payment of dividends on the Series T Preferred
Shares.
“Series T-1 Priority Return” shall mean an amount equal to 6.000% per
annum on the Stated Value per Series T-1 Preferred Unit, commencing with the Series T-1 Distribution Period beginning on July 1, 2026. For any Series T-1 Distribution Period greater than or less than a full Series T-1 Distribution Period, the amount of the Series T-1 Priority Return
shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months.
“Special Optional Redemption Right” has the meaning set forth in Section 5(b) hereof.
“Specified Redemption Date” means the 10th Business Day following receipt by the General Partner of a Notice of Redemption;
provided, that, if the REIT Series T Preferred Shares are not Publicly Traded, the Specified Redemption Date means the 30th Business Day following receipt by the General Partner of a Notice of Redemption.
“Stated Value” means, with respect to each Series T-1 Preferred Unit, $25.00.
“Tendered Units” has the meaning set forth in Section 10 hereof.
“Tendering Partner” has the meaning set forth in Section 10 hereof.
“Third Party Parity Preferred Units” means Parity Preferred Units held by persons other than our General Partner and upon
which voting rights similar to those set forth in Section 7 herein have been conferred and are exercisable.
“Value” means, on any date of determination with respect to a REIT Series T Preferred Share, the average of the daily
Market Prices (as defined below) for ten consecutive trading days immediately preceding the date of determination; provided, however, that for purposes of Section 10, the “date of determination” shall be the date of receipt
by the General Partner of a Notice of Redemption or, if such date is not a Business Day, the immediately preceding Business Day. The term “Market Price” on any date shall mean, with respect to any class or series of outstanding
REIT Series T Preferred Shares, the Closing Price (as defined below) for such REIT Series T Preferred Shares on such date. The “Closing Price” on any date shall mean the last sale price for such REIT Series T Preferred Shares,
regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such REIT Series T Preferred Shares, in either case as reported on the principal national securities exchange on which
such REIT Series T Preferred Shares are listed or admitted to trading or, if such REIT Series T Preferred Shares are not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported by the principal other automated quotation system that may then be in use or, if such REIT
Series T Preferred Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such REIT Series T Preferred Shares selected by the board of trustees
of Public Storage or, in the event
that no trading price is available for such REIT Series T Preferred Shares, the fair market value of the REIT Series T Preferred Shares, as determined in good faith by the board of trustees of
Public Storage. In the event that the REIT Series T Preferred Shares Amount includes Rights (as defined in the definition of “REIT Series T Preferred Shares Amount”) that a holder of REIT Series T Preferred Shares would be entitled to
receive, then the Value of such Rights shall be determined by the board of trustees of Public Storage acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.
Section 2. Designation and Number. A series of Preferred Units in the Partnership designated as the “6.000% Series T-1 Cumulative Redeemable Preferred Units” is hereby established. The number of Series T-1 Preferred Units shall be 923,674.
Section 3. Distributions.
(a)
Payment of Distributions. Subject to the preferential rights of holders of any class or series of Partnership Interests of the Partnership now or hereafter issued and outstanding, ranking senior to the Series
T-1 Preferred Units with respect to the payment of distributions, holders of the Series T-1 Preferred Units shall be entitled to receive, when, as and if authorized by
the General Partner out of funds legally available for payment of distributions, cumulative cash distributions in an amount equal to the Series T-1 Priority Return. Such distributions shall accrue and be
cumulative from and including June 30, 2026 or, if later, the most recent Series T-1 Distribution Payment Date to which distributions have been paid in full, and shall be payable quarterly in arrears, on
each Series T-1 Preferred Unit Distribution Payment Date; provided, however, if any Series T-1 Preferred Unit Distribution Payment Date is not a Business Day,
then the distribution which would otherwise have been payable on such Series T-1 Preferred Unit Distribution Payment Date may be paid, at the General Partner’s option, on either the immediately preceding
Business Day or the next succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if paid
on such Series T-1 Preferred Unit Distribution Payment Date, and no interest or additional distributions or other sums shall accrue on the amount so payable from such Series
T-1 Preferred Unit Distribution Payment Date to such next succeeding Business Day. The amount of any distribution payable on the Series T-1 Preferred Units for any
period greater or less than a full Series T-1 Distribution Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Distributions will be payable to holders of record as they appear in the records of the General Partner at the close of business on the applicable Series T-1
Distribution Record Date. Notwithstanding any provision to the contrary contained herein, each holder of an outstanding Series T-1 Preferred Unit shall be entitled to receive a distribution with respect to any
Series T-1 Distribution Record Date equal to the distribution paid with respect to each other Series T-1 Preferred Unit that is outstanding on such date, and to the
extent a holder of outstanding Series T-1 Preferred Units redeems such units before a Series T-1 Distribution Date, such holder will not be entitled to any future
distributions on his, her, or its Series T-1 Preferred Units.
(b) Distributions Cumulative.
Notwithstanding anything contained herein to the contrary, distributions on the Series T-1 Preferred Units shall accrue whether or not the terms and provisions set forth in
Section 3(c) at any time prohibit the current payment of distributions, whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not
such distributions are authorized or declared.
(c) Priority as to Distributions.
(i) Except as provided in Sections 3(c)(ii) and 3(e) below, no distributions shall be declared and paid or declared and set apart for payment,
and no other distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to any Parity Preferred Unit or Junior Unit as to distributions for any period, nor shall any Junior Units or Parity Preferred
Units as to distributions and the distribution of assets upon the Partnership’s liquidation, dissolution or winding up be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds be paid or made available for a
sinking fund for the redemption of such units, and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Partnership, unless full cumulative distributions on the Series T-1 Preferred Units for all past Series T-1 Distribution Periods shall have been or contemporaneously are (i) declared and paid or (ii) declared and a sum sufficient
for the payment thereof is set apart for such payment.
(ii) Except as provided in Section 3(e) below, when distributions are
not paid in full (or declared and a sum sufficient for such full payment is not so set apart) upon the Series T-1 Preferred Units and any other Parity Preferred Units as to distributions, all distributions
declared upon the Series T-1 Preferred Units and such other classes or series of Parity Preferred Units as to the payment of distributions shall be declared pro rata so that the amount of distributions
declared per Series T-1 Preferred Unit and each Parity Preferred Unit of such other class or series shall in all cases bear to each other the same ratio that accrued distributions per Series T-1 Preferred Unit and per Parity Preferred Unit of such other class or series (which shall not include any accrual in respect of unpaid distributions on such other class or series of Parity Preferred Units for
prior Series T-1 Distribution Periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall
be payable in respect of any distribution payment or payments on the Series T-1 Preferred Units which may be in arrears.
(d) Holders of the Series T-1 Preferred Units shall not be entitled to any distributions, whether payable in cash,
other property or otherwise, in excess of the full cumulative distributions on the Series T-1 Preferred Units as provided herein. Any distribution payment made on the Series
T-1 Preferred Units shall first be credited against the earliest accrued but unpaid distributions due with respect to such Series T-1 Preferred Units which remain
payable. Accrued but unpaid distributions on the Series T-1 Preferred Units will accrue as of the Series T-1 Preferred Unit Distribution Payment Date on which they first
become payable.
(e) Notwithstanding the provisions of Section 3(c) and regardless of whether distributions are paid in full (or declared and a sum
sufficient for such full payment is not so set apart) on the Series T-1 Preferred Units or Parity Preferred Units, as to distributions, for any or all Distribution Periods, the Partnership shall not be
prohibited or limited from (i) paying distributions on any Partnership Units in Junior Units as to payment of distributions and the distribution of assets upon the Partnership’s liquidation, dissolution and winding up,
(ii) converting or exchanging any Partnership Units for Junior Units as to payment of distributions and the distribution of assets upon the Partnership’s liquidation, dissolution and winding up, (iii) taking necessary action to
ensure that Public Storage remains qualified as a REIT, or (iv) redeeming Series T-1 Preferred Units pursuant to Section 5 or Section 10 below.
Section 4. Liquidation Proceeds.
(a) Distributions. Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, subject to the preferential rights of holders of any class or series of Partnership Interests of the Partnership now or hereafter issued and outstanding, ranking senior to the Series T-1 Preferred Units with respect to liquidating distributions, and taking into account the rights of holders of any Parity Preferred Units then outstanding, a holder of the Series
T-1 Preferred Units shall first be entitled to receive the Stated Value per Series T-1 Preferred Unit, plus any accrued and unpaid Series
T-1 Priority Return, and then distributions shall be made in accordance with Article 13 of the Partnership Agreement.
(b) Notice. Written notice of any such voluntary or involuntary liquidation, dissolution or winding-up
of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by the General Partner pursuant to Section 13.5 of the Partnership
Agreement.
(c) No Further Rights. After payment of the full amount of the liquidating distributions to which it is entitled, a holder of
the Series T-1 Preferred Units will have no right or claim to any of the remaining assets of the Partnership.
(d) Consolidation, Merger or Certain Other Transactions. The voluntary sale, conveyance, lease, exchange or transfer (for cash, shares,
securities or other consideration) of all or substantially all of the property or assets of the Partnership to, or the consolidation or merger or other business combination of the Partnership with or into or conversion into, any other corporation,
trust or other entity (or of any corporation, trust or other entity with or into the Partnership) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership.
Section 5. General Partner Redemption.
(a) Optional Redemption.
i. Except as provided in Section 5(b) herein or upon a determination of Public Storage’s board of trustees that such redemption is
reasonably necessary to preserve the Public Storage’s status as a REIT, each Series T-1 Preferred Unit shall not be redeemable prior to the date that is ten years after the date of initial issuance of
the Series A-1 Preferred Unit of NSA OP, LP for which such Series T-1 Preferred Unit was issued in exchange for pursuant to the Merger Agreement (the “Non-Call Period”).
ii. On and after the Non-Call
Period, the General Partner, at its option, upon notice in accordance with Section 5(a)(iv), may redeem the Series T-1 Preferred Units, in whole or in part, at any time or from time to time, for cash at a
redemption price equal to the Stated Value per unit, plus, subject to Section 5(a)(v), all accrued and unpaid distributions (whether or not authorized or declared) thereon up to but excluding the date fixed for redemption, without interest, to
the extent the General Partner has funds legally available therefor (the “Optional Redemption Right”). If fewer than all of the outstanding Series T-1 Preferred Units are to be redeemed
pursuant to this Section 5(a)(ii), the Series T-1 Preferred Units to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional units) or by lot as
determined by the General Partner. Holders of Series T-1 Preferred Units to be redeemed shall surrender such Series T-1 Preferred Units at the place, or in accordance
with the book-entry procedures, designated in
such notice and shall be entitled to the redemption price equal to the Stated Value per unit and any accrued and unpaid distributions payable upon such redemption following such surrender. If
(i) notice of redemption of any Series T-1 Preferred Units has been given, (ii) the funds necessary for such redemption have been set aside by the General Partner for the benefit of the holders of
any Series T-1 Preferred Units so called for redemption, and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid distributions, then from and after the
redemption date, distributions shall cease to accrue on such Series T-1 Preferred Units, such Series T-1 Preferred Units shall no longer be deemed outstanding, and all
rights of the holders of such units shall terminate, except the right to receive the redemption price plus any accrued and unpaid distributions payable upon such redemption, without interest. So long as full cumulative distributions on the Series T-1 Preferred Units for all past Series T-1 Distribution Periods shall have been or contemporaneously are (i) declared and paid, or (ii) declared and a sum
sufficient for the payment thereof is set apart for payment, nothing herein shall prevent or restrict the General Partner’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series T-1 Preferred Units at such price or prices as the General Partner may determine, subject to the provisions of applicable law, including the repurchase of Series T-1 Preferred
Units in open-market transactions or individual purchases duly authorized by the General Partner.
iii. Except as provided in Section 3(e) above,
unless full cumulative distributions on the Series T-1 Preferred Units for all past Series T-1 Distribution Periods shall have been or contemporaneously are
(i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no Series T-1 Preferred Units shall be redeemed pursuant to the Optional
Redemption Right or Special Optional Redemption Right unless all outstanding Series T-1 Preferred Units are simultaneously redeemed, and the General Partner shall not purchase or otherwise acquire directly or
indirectly any Series T-1 Preferred Units or any class or series of units of the General Partner ranking, as to payment of distributions and the distribution of assets upon liquidation, dissolution or winding
up of the General Partner, on parity with or junior to the Series T-1 Preferred Units.
iv. Notice of redemption
pursuant to the Optional Redemption Right will be mailed by the General Partner, postage prepaid, not fewer than 30 or more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series T-1 Preferred Units to be redeemed at their respective addresses as they appear on the unit transfer records of the General Partner. No failure to give or defect in such notice shall affect the validity of the
proceedings for the redemption of any Series T-1 Preferred Units except as to the holder to whom such notice was defective or not given. In addition to any information required by law, each such notice shall
state: (i) the redemption date; (ii) the redemption price; (iii) the number of Series T-1 Preferred Units to be redeemed; (iv) the place or places where the certificates, if any,
representing Series T-1 Preferred Units are to be surrendered for payment of the redemption price; (v) procedures for surrendering uncertificated Series T-1
Preferred Units for payment of the redemption price; (vi) that distributions on the Series T-1 Preferred Units to be redeemed will cease to accrue on such redemption date; and (vii) that payment of
the redemption price and any accumulated and unpaid distributions will be made upon presentation and surrender of such Series T-1 Preferred Units. If fewer than all of the Series
T-1 Preferred Units held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series T-1 Preferred Units held by such
holder to be redeemed. Notwithstanding the foregoing, the General Partner is not required to provide such notice in the event Public Storage redeems the Series T-1 Preferred Units in order to maintain the
Public Storage’s status as a REIT.
v. If a redemption date falls after a Series T-1 Distribution Record
Date and on or prior to the corresponding Series T-1 Distribution Payment Date, each holder of Series T-1 Preferred Units at the close of business on such Series T-1 Distribution Record Date shall be entitled to the distribution payable on such units on the corresponding Series T-1 Distribution Payment Date notwithstanding the
redemption of such units on or prior to such Series T-1 Distribution Payment Date, and each holder of Series T-1 Preferred Units that surrenders its units on such
redemption date will be entitled to the distributions accruing after the end of the Series T-1 Distribution Period to which such Series T-1 Distribution Payment Date
relates up to but excluding the redemption date. Except as provided herein, the General Partner shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series T-1 Preferred
Units for which a notice of redemption has been given.
vi. All the Series T-1 Preferred Units redeemed or
repurchased pursuant to this Section 5(a), or otherwise acquired in any other manner by the General Partner, shall be restored to the status of authorized but unissued Preferred Units, without designation as to series or class.
(b) Special Optional Redemption.
i. Upon a Change of Control, the General Partner may, upon written notice mailed by the General Partner, postage prepaid, no fewer than 30 nor
more than 60 days prior to the redemption date and addressed to the holders of record of the Series T-1 Preferred Units to be redeemed at their respective addresses as they appear on the unit transfer records
of the General Partner, redeem the Series T-1 Preferred Units, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at the Stated Value per unit plus,
subject to Section 5(b)(iv), accrued and unpaid distributions, if any, to, but not including, the redemption date (“Special Optional Redemption Right”). No failure to give such notice or any defect thereto or in the mailing
thereof shall affect the validity of the proceedings for the redemption of any Series T-1 Preferred Units except as to the holder to whom notice was defective or not given.
ii. In addition to any information required by law, such notice shall state: (i) the redemption date; (ii) the redemption price;
(iii) the number of Series T-1 Preferred Units to be redeemed; (iv) the place or places where the certificates, if any, representing Series T-1 Preferred Units
are to be surrendered for payment of the redemption price; (v) procedures for surrendering uncertificated Series T-1 Preferred Units for payment of the redemption price; (vi) that distributions on
the Series T-1 Preferred Units to be redeemed will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accumulated and unpaid distributions will be made upon
presentation and surrender of such Series T-1 Preferred Units; and (viii) that the Series T-1 Preferred Units are being redeemed pursuant to the Special Optional
Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control. If fewer than all of the Series T-1
Preferred Units held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series T-1 Preferred Units held by such holder to be redeemed. Holders of Series T-1 Preferred Units to be redeemed shall surrender such Series T-1 Preferred Units at the place, or in accordance with the book-entry procedures, designated in such notice and
shall be entitled to the redemption price equal to the Stated Value per unit and any accrued and unpaid distributions payable upon such redemption following such surrender.
If fewer than all of the outstanding Series T-1
Preferred Units are to be redeemed pursuant to the Special Optional Redemption Right, the Series T-1 Preferred Units to be redeemed shall be redeemed pro rata (as nearly as may be practicable without
creating fractional units) or by lot as determined by the General Partner.
iii. If (i) the General Partner has given a notice of
redemption pursuant to the Special Optional Redemption Right, (ii) the funds necessary for such redemption have been set aside by the General Partner for the benefit of the holders of the Series T-1
Preferred Units so called for redemption, and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid distributions, then from and after the redemption date, distributions shall cease to accrue on
such Series T-1 Preferred Units, such Series T-1 Preferred Units shall no longer be deemed outstanding, and all rights of the holders of such units shall terminate,
except the right to receive the redemption price plus any accrued and unpaid distributions payable upon such redemption, without interest. So long as full cumulative distributions on the Series T-1 Preferred
Units for all past Series T-1 Distribution Periods shall have been or contemporaneously are (i) declared and paid or (ii) declared and a sum sufficient for the payment thereof is set apart for
payment, nothing herein shall prevent or restrict Public Storage’s or the General Partner’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series T-1 Preferred Units at such price or prices as Public Storage or the General Partner, as applicable, may determine, subject to the provisions of applicable law, including the repurchase of Series T-1 Preferred Units in open-market transactions or individual purchases.
iv. If a redemption date falls
after a Series T-1 Distribution Record Date and on or prior to the corresponding Series T-1 Distribution Payment Date, each holder of Series T-1 Preferred Units at the close of business of such Series T-1 Distribution Record Date shall be entitled to the distribution payable on such units on the corresponding
Series T-1 Distribution Payment Date notwithstanding the redemption of such units on or prior to such Series T-1 Distribution Payment Date, and each holder of Series T-1 Preferred Units that surrenders its units on such redemption date will be entitled to the distributions accruing after the end of the Series T-1 Distribution Period to
which such Series T-1 Distribution Payment Date relates up to but excluding the redemption date. Except as provided herein, the General Partner shall make no payment or allowance for unpaid distributions,
whether or not in arrears, on Series T-1 Preferred Units for which a notice of redemption has been given.
Section 6. Rank. The Series T-1 Preferred Units will, with respect to distribution rights and rights upon
voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, rank (a) senior to the Common Units, LTIP Units, and all other Partnership Units, the terms of which provide that such
Partnership Units shall rank junior to the Series T-1 Preferred Units as to distributions and rights upon voluntary or involuntary liquidation, dissolution or winding-up
of the Partnership; (b) on parity with all Parity Preferred Units, including Third Party Parity Preferred Units; and (c) junior to all Partnership Units, the terms of which provide that such Partnership Units shall rank senior to the
Series T-1 Preferred Units as to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership (“Senior
Units”). The Series T-1 Preferred Units will also rank junior in right of payment to the Partnership’s existing and future debt obligations.
Section 7. Voting Rights. Holders of Series T-1
Preferred Units shall not have any voting or consent rights in respect of their partnership interests represented by the Series T-1 Preferred Units, except that the affirmative vote of a majority in interest
of the holders of Series T-1 Preferred Units, voting together as a single class, voting together as a single class with the holders of Third Party Parity Preferred Units (if any are issued and outstanding),
will be required for any amendments to the terms of the Series T-1 Preferred Units and the Third Party Parity Preferred Units (if any) that materially and adversely affect the rights, preferences, privileges
or voting powers of the Series T-1 Preferred Units and the Third Party Parity Preferred Units similarly. Notwithstanding the foregoing, the General Partner is entitled to issue additional securities in the
Partnership, including but not limited to Junior Units, Parity Preferred Units and Senior Units and exercise its redemption rights, in its sole and absolute discretion, without the approval or vote of any Series
T-1 Preferred Unit or Third Party Parity Preferred Unit.
Section 8. Transfer Restrictions. The Series
T-1 Preferred Units shall not be transferable except in accordance with Article XI of the Partnership Agreement.
Section 9. No Sinking Fund. No sinking fund shall be established for the retirement or redemption of Series
T-1 Preferred Units.
Section 10. Holder Redemption.
(a) Each holder of Series T-1 Preferred Units shall have the right (subject to the terms and conditions set forth
herein and in any other such agreement between such holder and the Partnership, as applicable) to require the Partnership to redeem (a “Holder Redemption”) all or a portion of the Series T-1
Preferred Units held by such Partner (such Series T-1 Preferred Units being hereafter referred to as “Tendered Units”) in exchange for a cash amount per Series
T-1 Preferred Unit equal to the Cash Amount unless the terms of such Series T-1 Preferred Units or a separate agreement entered into between the Partnership and the
holder of such Series T-1 Preferred Units provides that such Series T-1 Preferred Units are not entitled to a right of Holder Redemption. The Tendering Partner (as
defined below) shall have no right, with respect to any Series T-1 Preferred Units so redeemed, to receive any distributions paid on or after the date of delivery of the Cash Amount or the REIT Series T
Preferred Shares, as the case may be. Any Holder Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the holder of Series T-1 Preferred Units who is exercising
the redemption right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner on the Specified Redemption Date.
(b) Notwithstanding Section 10(a) above, if a holder of Series T-1 Preferred Units has delivered to the General
Partner a Series T-1 Notice of Redemption, then Public Storage may, in its sole and absolute discretion, (subject to the limitations on ownership and transfer of REIT Series T Preferred Shares set forth in its
Declaration of Trust) elect to assume and satisfy the Partnership’s Holder Redemption obligation and acquire some or all of the Tendered Series T-1 Units from the Tendering Series T-1 Partner in exchange for the delivery by Public Storage to the Tendering Series T-1 Partner of the REIT Series T Preferred Share Amount (as of the Specified Redemption
Date) and, if Public Storage so elects, the Tendering Series T-1 Partner shall sell the Tendered Series T-1 Units to Public Storage in exchange for the REIT Series T
Preferred Share Amount. In such event, the Tendering Series T1 Partner shall have no right to cause the Partnership to redeem such Tendered Series T-1 Units.
Public Storage shall give such Tendering Series T-1 Partner written
notice of its election on or before the close of business on the fifth Business Day after the General Partner’s receipt of the Series T-1 Notice of Redemption, and the Tendering Series T-1 Partner may elect to withdraw its redemption request at any time prior to the acceptance of the Cash Amount or REIT Series T Preferred Share Amount by such Tendering Series
T-1 Partner. Assuming Public Storage exercises its option to deliver REIT Series T Preferred Shares, Public Storage shall retain the Tendered Series T-1 Units. Holders
of Series T-1 Preferred Units will not be permitted to be a record holder of both Series T Preferred Shares and Series T-1 Preferred Units on the same record date.
(c) The REIT Series T Preferred Share Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and
nonassessable REIT Series T Preferred Shares and, if applicable, free of any pledge, lien, encumbrance or transfer restriction, other than those provided in the Public Storage’s Declaration of Trust, the Securities Act, relevant state
securities or blue sky laws and any applicable registration rights agreement or lock-up agreement with respect to such REIT Series T Preferred Shares entered into by the Tendering Series T-1 Partner. In addition, the REIT Series T Preferred Shares for which the Partnership Units might be exchanged shall also bear a legend which generally provides the following (or such other legend that may be
specified in the Public Storage’s Declaration of Trust):
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL
OWNERSHIP AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE, AMONG OTHERS, OF THE MAINTENANCE BY PUBLIC STORAGE (THE “TRUST”) OF ITS QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE TRUST’S DECLARATION OF TRUST, (I) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN COMMON SHARES IN EXCESS OF 3.0
PERCENT (IN VALUE OR NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON SHARES UNLESS SUCH PERSON IS EXEMPT FROM SUCH LIMITATION OR IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO
PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN PREFERRED SHARES OF ANY CLASS OR SERIES IN EXCESS OF 9.9 PERCENT (IN VALUE OR NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING PREFERRED SHARES OF SUCH CLASS OR SERIES, UNLESS SUCH
PERSON IS EXEMPT FROM SUCH LIMITATION OR IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (III) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN EQUITY SHARES IN EXCESS OF 9.9 PERCENT (IN VALUE OR NUMBER OF
SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE TOTAL OUTSTANDING EQUITY SHARES, UNLESS SUCH PERSON IS EXEMPT FROM SUCH LIMITATION OR IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (IV) NO PERSON MAY BENEFICIALLY
OWN OR CONSTRUCTIVELY OWN EQUITY SHARES THAT WOULD RESULT IN THE TRUST BEING “CLOSELY HELD” UNDER SECTION 856(H) OF THE CODE (WITHOUT REGARD TO WHETHER THE OWNERSHIP INTEREST IS HELD DURING THE LAST HALF OF A TAXABLE YEAR) OR OTHERWISE
CAUSE THE TRUST TO FAIL TO QUALIFY AS A REIT; AND (V) ANY TRANSFER OF EQUITY SHARES THAT, IF EFFECTIVE, WOULD RESULT IN THE EQUITY SHARES BEING BENEFICIALLY OWNED BY LESS THAN 100
PERSONS (AS DETERMINED UNDER THE PRINCIPLES OF SECTION 856(A)(5) OF THE CODE) SHALL BE VOID AB INITIO, AND THE INTENDED TRANSFEREE SHALL ACQUIRE NO RIGHTS IN SUCH EQUITY SHARES. ANY PERSON WHO
BENEFICIALLY OWNS OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN EQUITY SHARES WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN EQUITY SHARES IN EXCESS OR IN VIOLATION OF THE ABOVE
LIMITATIONS MUST IMMEDIATELY NOTIFY THE TRUST OR, IN THE CASE OF SUCH A PROPOSED OR ATTEMPTED TRANSACTION, GIVE AT LEAST 15 DAYS PRIOR WRITTEN NOTICE. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP AS SET FORTH IN (I), (II), (III) OR
(IV) ABOVE ARE VIOLATED, THE EQUITY SHARES IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS WILL BE TRANSFERRED AUTOMATICALLY TO A TRUSTEE OF A CHARITABLE TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. FURTHERMORE, UPON THE
OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE TRUST’S DECLARATION OF TRUST, AS THE SAME MAY BE
AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF EQUITY SHARES ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE TRUST
AT ITS PRINCIPAL OFFICE.
(d) Each Tendering Series T-1 Partner covenants and agrees with the General Partner that
all Tendered Series T-1 Units shall be delivered to the General Partner or Public Storage, as applicable, free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims
and/or encumbrances exist or arise with respect to such Tendered Series T-1 Units, the General Partner or Public Storage, as applicable, shall be under no obligation to acquire the same. Each Tendering Series T-1 Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Series T-1 Units to the General
Partner or Public Storage (or its designee), such Tendering Series T-1 Partner shall assume and pay such transfer tax.
(e) Notwithstanding any other provision of this Agreement, a holder of Series T-1 Preferred Units (i) shall not
be entitled to effect a Holder Redemption, whether for cash or an exchange for REIT Series T Preferred Shares to the extent Public Storage would not be able to deliver REIT Series T Preferred Shares to satisfy such Holder Redemption because the
receipt and ownership of REIT Series T Preferred Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person to violate the Ownership Limit set forth in the Public Storage’s
Declaration of Trust and (ii) shall have no rights under this Agreement to acquire REIT Series T Preferred Shares which would otherwise be prohibited under the Public Storage’s Declaration of Trust. To the extent any attempted Holder
Redemption or exchange for REIT Series T Preferred Shares would be in violation of this Section 10(e), it shall be null and void ab initio and such holder of Series T-1 Preferred Units shall not acquire
any rights or economic interest in the cash otherwise payable upon such Holder Redemption or the REIT Series T Preferred Shares otherwise issuable upon such exchange.
Section 11. Piggyback Redemption Right
(a) If Public Storage elects to redeem or otherwise repurchase all, but not less than all,
of its outstanding REIT Series T Preferred Shares and parity preferred shares, if any, but not the Partnership’s outstanding Series T-1 Preferred Units, the Partnership shall provide written notice of
such election to the holders of the Series T-1 Preferred Units on the same date that Public Storage provides notice of redemption to the holders of the REIT Series T Preferred Shares and parity preferred
shares, if any (the “Piggyback Redemption Notice”).
(b) The Piggyback Redemption Notice will offer holders of the Series T-1 Preferred Units the right (the “Piggyback Redemption Right”) to have such units redeemed by the Partnership for cash at a redemption price equal to the Stated Value per Series T-1 Preferred Unit, plus all accrued and unpaid distributions thereon (whether or not authorized or declared) up to but excluding the date fixed for redemption (other than any distribution with a record date before
the applicable redemption date and a payment date after the applicable redemption date, which will be paid on the payment date notwithstanding prior redemption of such units), without interest, to the extent the Partnership has funds legally
available for that purpose.
(c) In addition to any information required by law, the Piggyback Redemption Notice will state: (i) the
redemption date: (ii) the redemption price: (iii) the procedures for surrendering Series T-1 Preferred Units for payment of the redemption price: (iv) that distributions on the Series T-1 Preferred Units to be redeemed will cease to accrue on such redemption date: (v) that payment of the redemption price and any accumulated and unpaid distributions will be made upon presentation and
surrender of such Series T-1 Preferred Units: and (vi) that, in order to exercise the Piggyback Redemption Right, each holder of Series T-1 Preferred Units must
return a fully completed and executed notice of election (the form of which will be provided in the Piggyback Redemption Notice) (the “Piggyback Election Form”) by the election deadline set forth in the Piggyback Election Form (which
election deadline will generally be set 15 days after the date of the Piggyback Redemption Notice).
(d) The Partnership will send the
Piggyback Redemption Notice to the address of each holder of Series T-1 Preferred Units shown on the Partnership’s books and records. A failure by the Partnership to give notice or any defect in the
notice or in its mailing will not affect the validity of the redemption of any Series T-1 Preferred Units except as to the holder to whom notice was defective or not given. The Partnership, in its sole and
absolute discretion, will deem a failure by a holder to return a duly completed Piggyback Election Form by the election deadline as an election not to exercise the Piggyback Redemption Right.
Exhibit I
Notice of Redemption
To:
Public Storage
2811 Internet Boulevard
Frisco,
Texas 75034
The undersigned Limited Partner hereby tenders for Redemption __________________ Series
T-1 Preferred Units in Public Storage OP, L.P. in accordance with the terms of the Partnership Unit Designation of Series T-1 Preferred Units of Public Storage OP, L.P.,
as amended from time to time (the “Partnership Unit Designation”), and the Holder Redemption rights referred to therein. The undersigned Limited Partner:
(a) undertakes (i) to surrender such Preferred Units and any certificate therefor at the closing of the Holder Redemption and
(ii) to furnish to the General Partner, prior to the Specified Redemption Date, the documentation, instruments and information required under Section 10(a) of the Partnership Unit Designation;
(b) directs that the certified check representing the Cash Amount, or the REIT Series T Preferred Share Amount, as applicable, deliverable
upon the closing of such Holder Redemption be delivered to the address specified below;
(c) represents, warrants, certifies and agrees
that:
(i) the undersigned is a Limited Partner,
(ii) the undersigned Limited Partner has, and at the closing of the Holder Redemption will have, good, marketable and unencumbered title to
such Series T-1 Preferred Units, free and clear of the rights or interests of any other person or entity,
(iii) the undersigned Limited Partner has, and at the closing of the Holder Redemption will have, the full right, power and authority to
tender and surrender such Series T-1 Preferred Units as provided herein, and
(iv) the undersigned
Limited Partner has obtained the consent or approval of all persons and entities, if any, having the right to consent to or approve such tender and surrender; and
(d) acknowledges that the undersigned Limited Partner will continue to own such Series T-1 Preferred
Units until and unless either (1) such Series T-1 Preferred Units are acquired by Public Storage pursuant to Section 10(b) of the Partnership Unit Designation or (2) such
redemption transaction closes.
All capitalized terms used herein and not otherwise defined shall have the same meaning
ascribed to them respectively in the Partnership Unit Designation.
Dated:________________
Name of Limited Partner
(Exact Name as Registered with the Partnership):
(Signature of Limited
Partner)
(Street Address)
(City) (State)
(Zip)
State of )
County of ) ss.:
On __________, 20__
before me, a Notary Public, personally appeared ___________________ known to me or proved to me on the basis of satisfactory evidence to be the individual or individuals described in and who executed the foregoing instrument, and acknowledged to me
that said individual or individuals executed the same in his/her capacity, and that by his/her signatures on the instrument, the individual or individuals, or the persons on behalf of the individual or individuals acted, executed the instrument.
Issue Check Payable/REIT Series T Preferred Shares to:
Name:
Social security or identifying number:
DESIGNATION OF TERMS SERIES U PREFERRED UNITS
Section 1. Definitions. The following definitions, which supplement the definitions set forth in Exhibit J-Designation of Terms of
Preferred Units, shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Preferred Unit designation.
“Business Day” shall mean any day other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which
banking institutions in New York City are authorized or required by law, regulation or executive order to close.
“Distribution
Period” means, as applicable, the Series U Distribution Period or the distribution period set forth in the terms of any other Preferred Unit of the Partnership.
“REIT Common Share” means a common share of beneficial interest, $0.10 par value per share, of Public Storage.
“REIT Series U Preferred Share” means a share of the 6.000% Cumulative Preferred Shares, Series U, $0.01 par value per
share, of Public Storage.
“Series U Articles Supplementary” means the articles supplementary of
Public Storage setting forth the terms of the REIT Series U Preferred Shares, accepted for record by the State Department of Assessments and Taxation of Maryland (“SDAT”) on July 21, 2026.
“Series U Distribution Period” shall mean the respective periods commencing on and including the first day of January,
April, July and October of each year and ending on and including the day preceding the first day of the next succeeding Series U Distribution Period (other than the Series U Distribution Period during which any Series U Preferred Units shall be
redeemed pursuant to Section 5 hereof, which shall end on and include the day preceding the redemption date with respect to the Series U Preferred Units being redeemed).
“Series U Preferred Unit Distribution Payment Date” shall mean (i) the last calendar day of each March, June,
September and December of each year, commencing on September 30, 2026, and (ii), in the event of a redemption of Series U Preferred Units, the redemption date.
“Series U Priority Return” shall mean an amount equal to 6.000% per annum on the stated value of $25.00 per Series U
Preferred Unit (equivalent to the fixed annual amount of $1.50 per Series U Preferred Unit), commencing with the Series U Distribution Period beginning on July 1, 2026. For any Series U Distribution Period greater than or less than a full
Series U Distribution Period, the amount of the Series U Priority Return shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day
months.
Section 2. Designation and Number. A series of Partnership Units in the Partnership designated
as the “6.000% Series U Cumulative Redeemable Preferred Units” (the “Series U Preferred Units”) is hereby established. The number of Series U Preferred Units shall be 5,668,128.
Section 3. Distributions.
(a)
Payment of Distributions. Subject to the preferential rights of holders of any class or series of Partnership Interests of the Partnership now or hereafter issued and outstanding, ranking senior to the Series U Preferred Units with respect to
the payment of distributions, the holder of the Series U Preferred Units shall be entitled to receive, when, as and if authorized by the General Partner out of funds legally available for payment of distributions, cumulative cash distributions in an
amount equal to the Series U Priority Return. Such distributions shall accrue and be cumulative from and including June 30, 2026 or, if later, the most recent Series U Preferred Unit Distribution Payment Date (as defined below) to which
distributions have been paid in full, and shall be payable quarterly in arrears, on each Series U Preferred Unit Distribution Payment Date; provided, however, if any Series U Preferred Unit Distribution Payment Date is not a Business Day, then the
distribution which would otherwise have been payable on such Series U Preferred Unit Distribution Payment Date may be paid, at the General Partner’s option, on either the immediately preceding Business Day or the next succeeding Business Day,
except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if paid on such Series U Preferred Unit Distribution
Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Series U Preferred Unit Distribution Payment Date to such next succeeding Business Day.
(b) Distributions Cumulative. Notwithstanding anything contained herein to the
contrary, distributions on the Series U Preferred Units shall accrue whether or not the terms and provisions set forth in Section 3(c) at any time prohibit the current payment of distributions, whether or not the
Partnership has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared.
(c) Priority as to Distributions.
(i)
Except as provided in Sections 3(c)(ii) and 3(e) below, no distributions shall be declared and paid or declared and set apart for payment, and no other distribution of cash or other property may be declared and made, directly or
indirectly, on or with respect to any Parity Preferred Unit or Junior Unit as to distributions for any period, nor shall any Junior Units or Parity Preferred Units as to distributions and the distribution of assets upon the Partnership’s
liquidation, dissolution or winding up be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds be paid or made available for a sinking fund for the redemption of such units, and no other distribution of cash or other
property may be made, directly or indirectly, on or with respect thereto by the Partnership, unless full cumulative distributions on the Series U Preferred Units for all past Distribution Periods shall have been or contemporaneously are
(i) declared and paid or (ii) declared and a sum sufficient for the payment thereof is set apart for such payment.
(ii) Except as provided in Sections 3(e) below, when distributions are not paid in full (or declared
and a sum sufficient for such full payment is not so set apart) upon the Series U Preferred Units and any other Parity Preferred Units as to distributions, all distributions declared upon the Series U Preferred Units and such other classes or series
of Parity Preferred Units as to the payment of distributions (which, shall not include the redemption or repurchase of units of any such class or series) shall be declared pro rata so that the amount of distributions declared per Series U Preferred
Unit and each Parity Preferred Unit of such other class or series shall in all cases bear to each other the same ratio that accrued distributions per Series U Preferred Unit and per Parity Preferred Unit of such other class or series (which shall
not include any accrual in respect of unpaid distributions on such other class or series of Parity Preferred Units for prior Distribution Periods if such other class or series of Parity Preferred Unit does not have a cumulative distribution) bear to
each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series U Preferred Units which may be in arrears.
(d) No Further Rights. Public Storage, in its capacity as holder of the Series U Preferred Units, shall not be entitled to any
distributions, whether payable in cash, other property or otherwise, in excess of the full cumulative distributions on the Series U Preferred Units as provided herein. Any distribution payment made on the Series U Preferred Units shall first be
credited against the earliest accrued but unpaid distribution due with respect to such Series U Preferred Units which remains payable. Accrued but unpaid distributions on the Series U Preferred Units will accrue as of the Series U Preferred Unit
Distribution Payment Date on which they first become payable.
(e) Notwithstanding the provisions of Section 3(c) and regardless of whether
distributions are paid in full (or declared and a sum sufficient for such full payment is not so set apart) on the Series U Preferred Units or Parity Preferred Units, as to distributions, for any or all Distribution Periods, the Partnership shall
not be prohibited or limited from (i) paying distributions on any Partnership Units in Junior Units as to payment of distributions and the distribution of assets upon the Partnership’s liquidation, dissolution and winding up,
(ii) converting or exchanging any Partnership Units for Junior Units as to payment of distributions and the distribution of assets upon the Partnership’s liquidation, dissolution and winding up, (iii) redeeming any Partnership Units
in connection with the acquisition of REIT Common Shares pursuant to the provisions of Article VII of the declaration of trust of Public Storage (the “Declaration of Trust”) or any comparable provision of the Declaration of Trust,
or otherwise in order to ensure that Public Storage remains qualified as a REIT, (iv) purchasing or exchanging Series U Preferred Units or Parity Preferred Units in connection with the acquisition by Public Storage of any REIT Series U
Preferred Shares or other shares ranking on parity with the REIT Series U Preferred Shares as to dividends or the distribution of assets upon Public Storage’s liquidation, dissolution or winding up (“REIT Parity Preferred
Shares”) pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding REIT Series U Preferred Shares and REIT Parity Preferred Shares, provided that such redemption or exchange shall comply with the
requirements of Section 5 herein or (v) redeeming Series U Preferred Units pursuant to Section 5 below.
Section 4. Liquidation Proceeds.
(a) Distributions. Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, distributions on the Series U Preferred Units shall be made in accordance with Article 13 of the Partnership Agreement.
(b) Notice. Written notice of any such voluntary or involuntary liquidation, dissolution or
winding-up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by the General Partner
pursuant to Section 13.5 of the Partnership Agreement.
(c) No Further Rights. After payment of the full amount of the
liquidating distributions to which it is entitled, Public Storage, as holder of the Series U Preferred Units, will have no right or claim to any of the remaining assets of the Partnership.
(d) Consolidation, Merger or Certain Other Transactions. The voluntary sale, conveyance, lease, exchange or transfer (for cash, shares,
securities or other consideration) of all or substantially all of the property or assets of the Partnership to, or the consolidation or merger or other business combination of the Partnership with or into, any corporation, trust or other entity (or
of any corporation, trust or other entity with or into the Partnership) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership.
Section 5. Redemption. If Public Storage elects to redeem or otherwise repurchase any of the
REIT Series U Preferred Shares or REIT Parity Preferred Shares in accordance with the terms of the Series U Articles Supplementary or any articles supplementary governing REIT Parity Preferred Shares, the Partnership shall, on the date set for
redemption or repurchase of such REIT Series U Preferred Shares or REIT Parity Preferred Shares, redeem or repurchase an equal number of Series U Preferred Units or Parity Preferred Units held by Public Storage upon the same terms and for the same
price per unit as such shares are redeemed or repurchased.
Section 6. Rank. The Series U Preferred Units will, with respect to distribution
rights and rights upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, rank (a) senior to the Common Units, LTIP Units, and all other Partnership Units the terms of
which provide that such Partnership Units shall rank junior to the Series U Preferred Units as to distributions and rights upon voluntary or involuntary liquidation, dissolution or winding-up of the
Partnership; (b) on parity with all Parity Preferred Units; and (c) junior to all Partnership Units the terms of which provide that such Partnership Units shall rank senior to the Series U Preferred Units as to distributions and rights
upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership. The Series U Preferred Units will also rank junior in right of payment to the Partnership’s existing and future
debt obligations.
Section 7. Voting Rights. Public Storage shall not have any voting or consent rights in respect of its partnership interest
represented by the Series U Preferred Units.
Section 8. Transfer Restrictions. The Series U Preferred Units shall not be transferable except
in accordance with Article XI of the Partnership Agreement.
Section 9. Conversion. In the event of a conversion of REIT Series U Preferred Shares into REIT
Common Shares at the option of the holders of REIT Series U Preferred Shares pursuant to the terms of the Series U Articles Supplementary, then, upon such conversion, the Partnership shall convert an equal whole number of Series U Preferred Units
into Common Units equal to the number of REIT Common Shares into which such REIT Series U Preferred Shares were converted. In the event of a conversion of REIT Series U Preferred Shares into REIT Common Shares, (a) to the extent Public Storage
is required to pay cash in lieu of fractional REIT Common Shares pursuant to the Series U Articles Supplementary in connection with such conversion, the Partnership shall distribute an equal amount of cash to Public Storage; and (b) to the
extent Public Storage receives cash proceeds in addition to the REIT Series U Preferred Shares tendered for conversion, Public Storage shall contribute such proceeds to the Partnership.
Section 10. No Sinking Fund. No sinking fund shall be established for the retirement or redemption of Series U Preferred Units.
EX-99.1
EX-99.1
Filename: d137665dex991.htm · Sequence: 3
EX-99.1
Exhibit 99.1
News Release
Public Storage Announces Closing of National Storage Affiliates Acquisition
Industry-leading PS Next™ operating model will deliver significant value creation
across a broader combined portfolio in key growth markets
Completes significant milestone for PS4.0™ strategic vision, demonstrating commitment to accretive capital deployment and shareholder value creation
FRISCO, Texas, July 22, 2026 — Public Storage (NYSE: PSA, the “Company”), the leading owner and operator of self-storage
facilities, today announced that it has completed the acquisition of National Storage Affiliates Trust (“NSA”). The transaction enhances Public Storage’s leadership as a premier global self-storage platform, with over 4,500
properties spanning 327 million rentable square feet across the United States, a significant and long-standing presence in Europe with Shurgard, and an announced strategic entry into Canada with Public Storage Canada. Under the terms of the
merger agreement, at the closing of the transaction, holders of NSA common shares were entitled to receive 0.14 of a Public Storage common share for each NSA common share held.
“The NSA acquisition represents the first major PS4.0 Value Creation Engine milestone, demonstrating the Company’s focus on disciplined and
accelerated investment activity that grows earnings and cash flow per share for our shareholders,” said Tom Boyle, Chief Executive Officer of Public Storage. “Our team is hard at work deploying our proven integration playbook to realize
the transaction’s full potential, applying PS Next to a large-scale portfolio that offers significant value creation opportunities. We are thrilled to officially welcome NSA’s customers and team members to Public Storage and the
industry’s leading platform. We thank the NSA organization for their significant efforts as we worked through this important transaction together.”
With the addition of NSA’s more than 1,000 properties and over 550,000 units, Public Storage expects to fuel further growth and profitability through
strategic market diversification and economies of scale. Nearly 500,000 nationwide customers of NSA, whose family of brands will immediately begin transitioning to the iconic Public Storage®
branding, will benefit from the industry’s first omnichannel digital-first platform and premier operating model that delivers what customers want, when and how they want it.
Public Storage continues to expect the acquisition to be accretive to FFO per share within the first year following closing. Accretion is expected to increase
to approximately $0.35 to $0.50 per share upon realization of approximately $110 to $130 million in run-rate synergies over three to four years.
In addition to Public Storage’s full ownership of key growth properties, shareholders of the combined company will benefit from exposure to a newly
created joint venture. In connection with the closing of the transaction, Public Storage and certain legacy limited partners in NSA’s operating partnership formed a joint venture consisting of 313 properties previously owned by NSA across 28
states and Puerto Rico, with such legacy limited partners owning approximately 80% of the joint venture and Public Storage holding the remaining interest. As previously announced, Public Storage will exclusively manage the joint venture portfolio
and earn customary property management, asset management, and tenant reinsurance income from the joint venture. As part of the closing, the joint venture obtained approximately $2 billion in secured mortgage financing from Goldman Sachs Bank
USA and Wells Fargo Bank, National Association and $237 million in mezzanine financing from Public Storage.
Goldman Sachs & Co. LLC, Wells
Fargo, and Eastdil Secured served as financial advisors, Wachtell, Lipton, Rosen & Katz served as legal advisor, DLA Piper served as real estate financing counsel, and Kekst CNC served as strategic communications advisor to Public Storage.
Morgan Stanley & Co. LLC served as exclusive financial advisor, Clifford Chance US LLP served as
legal advisor, and Joele Frank, Wilkinson Brimmer Katcher served as strategic communications advisor to National Storage Affiliates Trust.
About
Public Storage
Public Storage, a member of the S&P 500, is a REIT that primarily acquires, develops, owns, and operates self-storage
facilities. At March 31, 2026, the Company: (i) owned and/or operated 3,546 self-storage facilities located in 40 states with approximately 259 million net rentable square feet in the United States and (ii) owned a 35% common
equity interest in Shurgard Self Storage Limited (Euronext Brussels: SHUR), which owned 333 self-storage facilities located in seven Western European countries with approximately 19 million net rentable square feet operated under the Shurgard® brand. Public Storage’s headquarters is located in Frisco, Texas.
Cautionary Statement
Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and in Section 21E of the Securities Exchange Act of 1934, as amended, which are based on current expectations, estimates and projections about the industry and
markets in which Public Storage operates, as well as Public Storage’s beliefs and assumptions. Words such as “anticipate,” “become,” “believe,” “could,” “estimate,”
“expect,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “possible,” “predict,” “project,” “target,”
“seek,” “shall,” “should,” “will,” or “would,” including variations of such words and similar expressions, are intended to identify forward-looking statements. All statements that address
operating performance, events or developments that Public Storage expects or anticipates will occur in the future are forward-looking statements, including statements relating to Public Storage’s acquisition of NSA, rent and occupancy growth,
acquisition and development activity, acquisition and disposition activity, general conditions in the geographic areas where Public Storage operates, Public Storage’s debt, capital structure and financial position and Public Storage’s
ability to form new ventures. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other factors that are difficult to predict and may cause the actual results
to differ materially from future results expressed or implied by such forward-looking statements. Risks and uncertainties that may impact future results and performance include, but are not limited to our failure to realize the expected benefits of
the NSA acquisition, including the risk that NSA’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected, including our ability to retain and hire key personnel and
those risks and uncertainties described in Part 1, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and
Exchange Commission (the “SEC”) on February 12, 2026 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on April 27, 2026, and in our other
filings with the SEC. These forward-looking statements speak only as of the date of this press release or as of the dates indicated in the statements. All of our forward-looking statements, including those in this press release, are qualified in
their entirety by this cautionary statement. We expressly disclaim any obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, new estimates, or other factors, events or circumstances
after the date of these forward-looking statements, except when expressly required by law. Given these risks and uncertainties, you should not rely on any forward-looking statements in this press release, or which management may make orally or in
writing from time to time, neither as predictions of future events nor guarantees of future performance.
Investor Contact
InvestorRelations@publicstorage.com
Media Contact
Nick Capuano / Mark Fallati
Kekst CNC
nicholas.capuano@kekstcnc.com / mark.fallati@kekstcnc.com
# # #
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Document and Entity Information
Jul. 21, 2026
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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- References
No definition available.
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