Public Storage
For the period ended May 6, 2026. Filed Mar 27, 2026.
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May 6, 2026 · Filed Mar 27, 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. |
2811 Internet Boulevard
Frisco, Texas 75034
March 27, 2026
Dear Fellow Shareholders:
This marks my final letter as President and Chief Executive Officer of Public Storage. I am pleased to report another year of strong performance, and I am proud of our achievements over the last seven years.
In 2025, our Company continued to build on its strong foundation. Despite a challenging macroeconomic environment, we achieved record revenues of $4.8 billion and record net operating income of $3.5 billion, continuing our track record of industry-leading leading results. We again achieved the highest direct operating margin and revenue per available square foot among public self-storage real estate investment trusts. At 78.2%, our direct operating margin has grown 140 basis points since 2019.
We also continued to make progress on our organic and external growth strategies. In 2025, we added 8.2 million square feet to our portfolio through acquisitions, development, and redevelopment (at a cost of $1.4 billion). Since 2019, we have expanded our portfolio by 67 million square feet (742 properties at a cost of over $13 billion), or 31%.
Our customer experience and operating platform continue to lead the industry. We remain the only public self-storage REIT to offer digital property access at 100% of our locations. In 2025, 75% of our new customer rentals were completed digitally, compared to 30% on average for our public self-storage peers, reflecting the strength of our technology investments and customer-focused innovations. We are proud to have once again been recognized as the U.S. self-storage leader on the GRESB benchmark and to have been named a Great Place to Work®.
In short, our Company is positioned well to continue and expand its leadership of the U.S. self-storage industry. As you are aware, we are embarking upon PS4.0—a leadership inflection point—with longtime Chairman Ronald L. Havner poised to pass the baton to Shankh S. Mitra and Tom Boyle poised to assume the position of Chief Executive Officer effective April 1, 2026, among other leadership transitions. I am excited for our Company’s next chapter of growth.
Against this backdrop, we are pleased to invite you to attend our 2026 Annual Meeting of Shareholders (the Annual Meeting) on Wednesday, May 6, 2026, 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 2026 ANNUAL MEETING OF SHAREHOLDERS | ||
|---|---|---|
| To Our Shareholders: | ||
| Date | On behalf of the Board of Trustees, I invite you to attend the 2026 Annual Meeting of Shareholders (the Annual Meeting) of Public Storage for the following purposes: | |
| Wednesday | ||
| May 6, 2026 | ||
| Time | ||
| 8:00 a.m. | 1 | To elect twelve Trustees to our Board of Trustees. |
| Central Time | ||
| Place | 2 | To vote on an advisory resolution to approve the compensation of our named executive officers (Say-on-Pay). |
| The Crescent Club | ||
| 200 Crescent Court | ||
| Dallas, Texas 75201 | ||
| 3 | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026. | |
| Record Date | ||
| March 2, 2026 | ||
| Close of Business | ||
| 4 | To transact such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof. | |
| Proxy Materials | ||
| https://materials.proxyvote.com/default.aspx?ticker=74460D | ||
| Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K available free of charge | Only shareholders of record at the close of business on March 2, 2026 are entitled to notice of, and to vote at, the Annual Meeting. | |
| Your vote is very important. We encourage you to vote promptly whether or not you plan to attend the Annual Meeting. | ||
| Nathaniel A. Vitan | ||
| Chief Legal Officer and Corporate Secretary | ||
| Important Notice Regarding Availability of Proxy Materials for the Shareholder Meeting to be Held on May 6, 2026: This Proxy Statement and our 2025 Annual Report on Form 10-K are available at the Investor Relations section of our website, publicstorage.com. | ||
Table of Contents
| Page | |
|---|---|
| PROXY STATEMENT SUMMARY | 1 |
| Public Storage HIGHLIGHTS | 2 |
| 2025 Business Highlights | 2 |
| 2025 Compensation Highlights | 3 |
| Corporate Responsibility and Sustainability | 4 |
| PS4.0TM and Leadership Transition | 10 |
| PROPOSAL 1: ELECTION OF TRUSTEES | 12 |
| Executive Summary | 13 |
| Board Evaluations and Nominations | 13 |
| Board Qualifications | 14 |
| Board Refreshment and Succession Strategy | 15 |
| Board Diversity | 16 |
| Nominee Qualifications | 17 |
| Trustee Nominees Skills and Background Summary | 18 |
| Trustee Nominee Biographies | 19 |
| Vote Required and Recommendation | 25 |
| Corporate Governance | 26 |
| Board Engagement and Oversight | 26 |
| Governance Structure | 26 |
| Board Leadership Structure | 26 |
| Board Committees | 27 |
| Proxy Access | 30 |
| Board’s Role in Risk Oversight | 31 |
| Cybersecurity | 32 |
| Artificial Intelligence | 33 |
| CEO and Senior Management Succession Planning | 33 |
| Political and Charitable Contributions | 33 |
| Board Access to Employees | 33 |
| Board Orientation and Education | 34 |
| Trustee Independence | 34 |
| Communications with the Board | 34 |
| Trustee Attendance | 35 |
| Changes In Trustee Responsibilities and Commitments | 35 |
| Trustee and Executive Officer Security Ownership Guidelines | 35 |
| Compensation of Trustees | 37 |
| 2025 Trustee Compensation | 39 |
| PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 41 |
| Executive Summary | 42 |
| Vote Required and Recommendation | 42 |
| Our Named Executive Officers | 43 |
| Compensation Discussion and Analysis (CD&A) | 44 |
| Overview of Compensation Philosophy and Practices | 44 |
| Our 2025 NEO Compensation Program | 51 |
| Cash Compensation | 53 |
| At-Risk Equity Compensation | 57 |
| 2025 Earned Incentive Compensation | 59 |
| Stock Option Grant Policies | 63 |
| 2026 Compensation Outlook and Enhancements | 64 |
| Page | |
|---|---|
| Tax Deductibility of Executive Compensation—Section 162(m) | 66 |
| Compensation and Human Capital Committee Report | 67 |
| Executive Compensation Tables | 68 |
| Potential Payments Upon Termination or Change in Control | 72 |
| Pay Ratio Disclosure | 76 |
| Pay Versus Performance Tables | 77 |
| Share Ownership of Trustees and Management | 81 |
| Additional Information about Trustees, Executive Officers, and Management | 83 |
| PROPOSAL 3: Ratification of Independent Registered Public Accounting Firm | 86 |
| Executive Summary | 87 |
| Fees Billed to the Company by EY for 2025 and 2024 | 87 |
| Audit Committee Report | 88 |
| Vote Required and Recommendation | 89 |
| GENERAL INFORMATION ABOUT THE MEETING | 90 |
| Purpose of Proxy Solicitation | 90 |
| Important Notice Regarding Delivery of Security Holder Documents | 90 |
| Date, Time, and Place of the Annual Meeting | 90 |
| Who Can Vote | 90 |
| Quorum for the Annual Meeting | 91 |
| How Votes are Counted | 91 |
| Trustee Nominees Who Do Not Receive a Majority of the Votes Cast | 91 |
| How Proxies Will Be Voted | 91 |
| How to Cast a Vote | 92 |
| How to Vote as a Participant in the Company’s 401(k) Plan | 92 |
| Changing Your Vote | 92 |
| Cost of this Proxy Solicitation | 93 |
| Contacting Our Transfer Agent | 93 |
| Consideration of Candidates for Trustee | 93 |
| Deadlines for Receipt of Shareholder Proposals | 94 |
| Householding | 94 |
| Your Vote is Important | 95 |
i | Public Storage | 2025 Proxy Statement
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