04/06/2026 | Press release | Distributed by Public on 04/06/2026 14:17
| Item 1.01 |
Entry Into a Material Definitive Agreement |
On April 6, 2026, Public Storage Operating Company ("PSOC"), a subsidiary of Public Storage (the "Company"), completed the previously announced offering of $500 million 5.000% Senior Notes due 2035 (the "Notes"). The Notes are issued by PSOC and guaranteed by the Company.
The Notes have been issued pursuant to an Indenture, dated as of September 18, 2017, as supplemented by the Sixteenth Supplemental Indenture, dated as of August 14, 2023 (the "Base Indenture"), among PSOC, as issuer, the Company, as guarantor, and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the "Trustee"), as supplemented by the Twenty-Second Supplemental Indenture, dated as of April 6, 2026, relating to the Notes (the "Supplemental Indenture" and, collectively with the Base Indenture, the "Indenture"), among PSOC, the Company and the Trustee.
The Notes bear interest at 5.000% per annum, accruing from April 6, 2026. Interest on the Notes is payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2026. The Notes will mature on December 15, 2035. The Notes are PSOC's direct, unsecured and unsubordinated obligations and will rank equally in right of payment with all of PSOC's existing and future unsecured and unsubordinated indebtedness.
The Company may redeem the Notes at any time in whole, or from time to time in part, at the make-whole redemption price specified in the Indenture. If the Notes are redeemed on or after September 15, 2035 (three months prior to the applicable maturity date), the redemption price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
The Indenture contains certain covenants that, among other things, limit the ability of PSOC, subject to exceptions, to incur secured and unsecured indebtedness and to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, the Indenture requires PSOC to maintain total unencumbered assets of at least 125% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.
The foregoing description is a summary of the terms of the Indenture and the Notes and does not purport to be a complete statement of the parties' rights and obligations thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Base Indenture and the Supplemental Indenture, as applicable (including the form of Note), copies of which are attached as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K andincorporated by reference herein.
The offering of the Notes was made pursuant to a shelf registration statement on Form S-3(File Nos. 333-283556and 333-283556-01)filed by the Company and PSOC with the Securities and Exchange Commission (the "SEC") on December 2, 2024. A prospectus supplement, dated April 1, 2026, relating to the Notes and supplementing the prospectus was filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation Under an Off-BalanceSheet Arrangement of the Registrant. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.