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Public Storage

For the period ended May 7, 2025. Filed Mar 28, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2025 · Filed Mar 28, 2025

PSA$337.46-0.9%Stored close · as of Nov 6, 2026
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United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

☒ Filed by the Registrant☐ Filed by a Party other than the Registrant
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under § 240.14a-12

PUBLIC STORAGE

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check all boxes that apply):
☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

701 Western Avenue

Glendale, California 91201

March 28, 2025

Dear Fellow Shareholders:

In 2024, our Company had another successful year. We achieved record performance once again while navigating a period of significant industry-wide operational stabilization. We realized record revenues of $4.7 billion and record net operating income of $3.4 billion. We also achieved the highest direct operating margin and revenue per available square foot among public self-storage real estate investment trusts.

Although the acquisitions market was quiet for much of the year, we continued to make progress on our organic and external growth strategies. Our best-in-class development program delivered 1.5 million square feet, with an additional 4.0 million square feet in our pipeline. For 2024, we increased our portfolio by 3.2 million square feet through acquisitions, development, and redevelopment (at a cost of $610.9 million).

Operationally, we continued to enhance the customer experience and transform our operating model. We are the first public self-storage company to offer digital property access at 100% of our locations, and 75% of our new customer rentals in 2024 were digital compared to 30% on average for our public self-storage peers. In 2024, we were pleased to again be recognized as the U.S. self-storage leader on the GRESB benchmark and to have been named a Great Place to Work®.

We are pleased to invite you to attend our 2025 Annual Meeting of Shareholders (the Annual Meeting) on Wednesday, May 7, 2025, in Dallas, Texas. We hope that you will attend the meeting in person. We encourage you to designate the proxies named on the proxy card to vote your shares even if you are planning to come. This will ensure that your common shares are represented at the meeting.

We furnish our proxy materials to shareholders primarily over the Internet. We believe this process expedites shareholders’ receipt of the materials, lowers the costs of the Annual Meeting, and conserves natural resources. The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at https://materials.proxyvote.com/default.aspx?ticker=74460D.

Thank you for your continued interest in Public Storage.

Sincerely,

Joseph D. Russell, Jr.

President and

Chief Executive Officer

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

March 28, 2025

To our shareholders:

On behalf of the Board of Trustees, I invite you to attend the 2025 Annual Meeting of Shareholders (the Annual Meeting) of Public Storage at 8:00 a.m. Central Time on Wednesday, May 7, 2025, at the Rosewood Mansion on Turtle Creek, 2821 Turtle Creek Boulevard, Dallas, Texas 75219.

Items of Business

To elect twelve Trustees to our Board of Trustees;

To vote on an advisory resolution to approve the compensation of our named executive officers (Say-on-Pay);

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025;

To approve the amendment and restatement of the Public Storage 2021 Equity and Performance-Based Incentive Compensation Plan; and

To transact such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof.

Record Date

Close of business on March 3, 2025.

Proxy Materials

The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at https://materials.proxyvote.com/default.aspx?ticker=74460D.

Sincerely,

Nathaniel A. Vitan

Senior Vice President,

Chief Legal Officer and Corporate Secretary

Important Notice Regarding Availability of Proxy Materials for the Shareholder Meeting to be Held on May 7, 2025: This Proxy Statement and our 2024 Annual Report on Form 10-K are available at the Investor Relations section of our website, publicstorage.com.

Page
PROXY STATEMENT SUMMARY1
2024 HIGHLIGHTS2
2024 Business Highlights2
2024 Compensation Highlights3
Corporate Responsibility and Sustainability4
PROPOSAL 1: ELECTION OF TRUSTEES10
Executive Summary11
Board Evaluations and Nominations11
Board Qualifications12
Board Refreshment and Succession Strategy12
Board Diversity13
Nominee Qualifications14
Trustee Nominees Skills and Background Summary15
Trustee Nominee Biographies16
Vote Required and Recommendation22
Corporate Governance23
Board Engagement and Oversight23
Governance Structure23
Board Leadership Structure23
Board Committees24
Proxy Access27
Board’s Role in Risk Oversight27
Cybersecurity29
CEO and Senior Management Succession Planning29
Political and Charitable Contributions29
Board Access to Employees30
Board Orientation and Education30
Trustee Independence30
Communications with the Board31
Trustee Attendance31
Changes In Trustee Responsibilities and Commitments31
Trustee and Executive Officer Security Ownership Guidelines32
Compensation of Trustees33
2024 Trustee Compensation35
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION37
Executive Summary38
Vote Required and Recommendation38
Our Named Executive Officers39
Compensation Discussion and Analysis (CD&A)40
Overview of Compensation Philosophy and Practices40
Our 2024 NEO Compensation Program48
Cash Compensation49
At-Risk Equity Compensation53

Public Storage | 2025 Proxy Statement |i

Page
2024 Earned Incentive Compensation56

ii | Public Storage | 2025 Proxy Statement

Page
Stock Option Grant Policies59
2025 Compensation Outlook and Enhancements60
Tax Deductibility of Executive Compensation—Section 162(m)63
Compensation and Human Capital Committee Report64
Executive Compensation Tables65
Potential Payments Upon Termination or Change in Control70
Pay Ratio Disclosure73
Pay Versus Performance Tables74
Share Ownership of Trustees and Management78
Additional Information about Trustees, Executive Officers, and Management80
PROPOSAL 3: Ratification of Independent Registered Public Accounting Firm83
Executive Summary84
Fees Billed to the Company by EY for 2024 and 202384
Audit Committee Report85
Vote Required and Recommendation86
PROPOSAL 4: APPROVAL OF AMENDMENT AND RESTATEMENT OF 2021 PLAN87
Executive Summary88
Background of the Proposal88
Description of the A&R 2021 Plan91
Vote Required and Recommendation98
GENERAL INFORMATION ABOUT THE MEETING99
Purpose of Proxy Solicitation99
Important Notice Regarding Delivery of Security Holder Documents99
Date, Time, and Place of the Annual Meeting99
Who Can Vote100
Quorum for the Annual Meeting100
How Votes are Counted100
Trustee Nominees Who Do Not Receive a Majority of the Votes Cast100
How Proxies Will Be Voted100
How to Cast a Vote101
How to Vote as a Participant in the Company’s 401(k) Plan101
Changing Your Vote102
Cost of this Proxy Solicitation102
Contacting Our Transfer Agent102
Consideration of Candidates for Trustee102
Deadlines for Receipt of Shareholder Proposals103
Householding104
Your Vote is Important104
APPENDIX A – NON-GAAP MEASURESA-1
Core FFO per ShareA-2
APPENDIX B – AMENDED AND RESTATED PUBLIC STORAGE 2021 EQUITY AND PERFORMANCE-BASED INCENTIVE COMPENSATION PLANB-1

Public Storage | 2025 Proxy Statement |iii

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.