Public Storage filed SEC Form 8-K: Regulation FD Disclosure
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 3.02 | Unregistered Sales of Equity Securities. |
On June 22, 2026, Public Storage OP, L.P. (“PSA OP”), a Delaware limited partnership and the operating partnership of Public Storage (the “Company”), and Public Storage Operating Company, a Maryland real estate investment trust and a wholly owned subsidiary of PSA OP (“PSOC”), entered into a transaction agreement (the “Transaction Agreement”) with PS Canada Holdings, LLC, a Delaware limited liability company (“PS Canada”), Grant Gustavson, Greer Gustavson and 4G Thoroughbreds, LLC, a Delaware limited liability company (collectively, “Sellers”), pursuant to which, upon the terms and subject to the conditions set forth therein, PSOC will acquire all of the outstanding membership interests of PS Canada from Sellers (the “Transaction”). The completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals.
Pursuant to the terms and subject to the conditions set forth in the Transaction Agreement, PSOC will acquire all of the outstanding membership interests of PS Canada from Sellers for an aggregate upfront purchase price of approximately $1.2 billion, consisting of (a) approximately $889 million worth of common units of PSA OP (“PSA OP Units”) (2,762,108 PSA OP Units, valuing each such unit at $321.98 per unit) and (b) approximately $310 million in cash, subject to customary purchase price adjustments (including for the indebtedness of PS Canada). Pursuant to the terms and subject to the conditions set forth in the Transaction Agreement, the Sellers will also have an opportunity to receive additional earn-out consideration of up to 768,000 PSA OP units, valuing each such unit at $375 per unit, contingent on the achievement by PS Canada of certain net operating income performance targets.
Subject to certain restrictions, PSA OP Units are redeemable by the holders on a one-for-one basis for common shares, par value $0.10, of the Company or cash at the option of the Company.
The PSA OP Units to be issued in connection with the Transaction 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 7.01 | Regulation FD Disclosure. |
On June 22, 2026, the Company issued a press release announcing the entry into the Transaction Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Also on June 22, 2026, the Company posted on the Investor Relations section of its website an investor presentation related to the Transaction. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release, dated June 22, 2026. | |
| 99.2 | Investor Presentation, dated June 22, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this Current Report on Form 8-K, other than statements of historical fact, are forward-looking statements, which may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause actual events to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to, risks relating to the Transaction, including the ability to realize the anticipated benefits of the Transaction and the parties’ ability to satisfy the closing conditions to consummating the Transaction, including required regulatory approvals, and complete the Transaction on the proposed terms or on the anticipated timeline, if at all. Additional factors that could affect future results of the Company can be found in the Company’s 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, in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on April 27, 2026, and in the Company’s other filings with the SEC. Public Storage does not undertake any obligation to publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise.
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/ Joseph D. Fisher | |
| Joseph D. Fisher | ||
| President and Chief Financial Officer | ||
Date: June 22, 2026