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Public Storage

For the period ended May 6, 2026. Filed Mar 27, 2026.

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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 6, 2026 · Filed Mar 27, 2026

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.

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:
DateOn 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.1To elect twelve Trustees to our Board of Trustees.
Central Time
Place2To 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
3To 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
4To 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 chargeOnly 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 SUMMARY1
Public Storage HIGHLIGHTS2
2025 Business Highlights2
2025 Compensation Highlights3
Corporate Responsibility and Sustainability4
PS4.0TM and Leadership Transition10
PROPOSAL 1: ELECTION OF TRUSTEES12
Executive Summary13
Board Evaluations and Nominations13
Board Qualifications14
Board Refreshment and Succession Strategy15
Board Diversity16
Nominee Qualifications17
Trustee Nominees Skills and Background Summary18
Trustee Nominee Biographies19
Vote Required and Recommendation25
Corporate Governance26
Board Engagement and Oversight26
Governance Structure26
Board Leadership Structure26
Board Committees27
Proxy Access30
Board’s Role in Risk Oversight31
Cybersecurity32
Artificial Intelligence33
CEO and Senior Management Succession Planning33
Political and Charitable Contributions33
Board Access to Employees33
Board Orientation and Education34
Trustee Independence34
Communications with the Board34
Trustee Attendance35
Changes In Trustee Responsibilities and Commitments35
Trustee and Executive Officer Security Ownership Guidelines35
Compensation of Trustees37
2025 Trustee Compensation39
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION41
Executive Summary42
Vote Required and Recommendation42
Our Named Executive Officers43
Compensation Discussion and Analysis (CD&A)44
Overview of Compensation Philosophy and Practices44
Our 2025 NEO Compensation Program51
Cash Compensation53
At-Risk Equity Compensation57
2025 Earned Incentive Compensation59
Stock Option Grant Policies63
2026 Compensation Outlook and Enhancements64
Page
Tax Deductibility of Executive Compensation—Section 162(m)66
Compensation and Human Capital Committee Report67
Executive Compensation Tables68
Potential Payments Upon Termination or Change in Control72
Pay Ratio Disclosure76
Pay Versus Performance Tables77
Share Ownership of Trustees and Management81
Additional Information about Trustees, Executive Officers, and Management83
PROPOSAL 3: Ratification of Independent Registered Public Accounting Firm86
Executive Summary87
Fees Billed to the Company by EY for 2025 and 202487
Audit Committee Report88
Vote Required and Recommendation89
GENERAL INFORMATION ABOUT THE MEETING90
Purpose of Proxy Solicitation90
Important Notice Regarding Delivery of Security Holder Documents90
Date, Time, and Place of the Annual Meeting90
Who Can Vote90
Quorum for the Annual Meeting91
How Votes are Counted91
Trustee Nominees Who Do Not Receive a Majority of the Votes Cast91
How Proxies Will Be Voted91
How to Cast a Vote92
How to Vote as a Participant in the Company’s 401(k) Plan92
Changing Your Vote92
Cost of this Proxy Solicitation93
Contacting Our Transfer Agent93
Consideration of Candidates for Trustee93
Deadlines for Receipt of Shareholder Proposals94
Householding94
Your Vote is Important95

i | Public Storage | 2025 Proxy Statement

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.