公共存储公司美股招股说明书(2026-07-09版)

$% Senior Notes due 2032$% Senior Notes due 2036 Fully and Unconditionally Guaranteed byPublic Storage Public Storage Operating Company, a Maryland real estate investment trust (“PSOC”), is offering $aggregate principal amount of% SeniorNotes due, 2032 (the “2032 notes”) and $aggregate principal amount of% Senior Notes due, 2036 (the “2036 notes”). We refer to the 2032notes and the 2036 notes together as the “notes.” PSOC will pay interest on the notes semi-annually in arrears onandof each year, beginning on,20. The 2032 notes will mature on, 2032 and the 2036 notes will mature on, 2036. Subject to the applicable mandatory redemption provisions described below, PSOC may redeem the notes prior to maturity at its option, at any time in whole orfrom time to time in part, at the redemption prices described in this prospectus supplement under “Description of Notes—Optional Redemption.” We intend to use the net proceeds from this offering to finance, in part, our pending acquisition of National Storage Affiliates Trust (“NSA”), which mayinclude the payment of related fees and expenses, and for general corporate purposes, including to make investments in self-storage facilities (such as acquisitions offacilities or interests in entities that own facilities, development, and mortgage loans secured by facilities), the repayment of debt and the redemption of outstandingsecurities. We currently expect the NSA Acquisition (as defined in “Summary—The Company”) to be completed in the third quarter of 2026. The sale of notes in thisoffering is not contingent upon the completion of the NSA Acquisition, which, if completed, will occur subsequent to the closing of this offering. However, in the event that(x)the NSA Acquisition is not consummated on or prior to the later of (i)December 16, 2026 or (ii)any later date as the parties to the NSA Agreement (as defined in“Summary—The Company”) may agree as the “Outside Date” thereunder or (y)we notify the trustee in writing that we will not pursue the consummation of the NSAAcquisition, we will be required to redeem the notes then outstanding at a redemption price equal to 101% of the principal amount of the notes being redeemed plus accruedand unpaid interest, if any, to, but excluding, the NSA Special Mandatory Redemption Date (as defined in “Description of Notes—Special Mandatory Redemption”). The netproceeds from the sale of the notes in this offering will not be deposited into an escrow account pending completion of the NSA Acquisition or the NSA Special MandatoryRedemption (as defined in “Description of Notes—Special Mandatory Redemption”), nor will we be required to grant any security interest or other lien on the proceeds tosecure any redemption of the notes. See “Description of Notes—Special Mandatory Redemption.” The notes will be PSOC’s direct, unsecured and unsubordinated obligations and will rank equally in right of payment with all of its existing and futureunsecured and unsubordinated indebtedness. The notes will be effectively subordinated in right of payment to all of PSOC’s existing and future secured indebtedness (to theextent of the value of the collateral securing such indebtedness). The notes will also be structurally subordinated in right of payment to all existing and future indebtednessand other liabilities, whether secured or unsecured, of its subsidiaries. The notes will be fully and unconditionally guaranteed by Public Storage, a Maryland real estate investment trust. The guarantee will be a senior unsecuredobligation of Public Storage and will rank equally in right of payment with any of Public Storage’s existing and future unsecured and unsubordinated indebtedness andguarantees. Public Storage does not currently have any direct indebtedness but guarantees certain other PSOC indebtedness. Public Storage does not have any significantoperations or material assets other than its indirect ownership interests in PSOC. Each series of notes is a new issue of securities with no established trading market. We do not intend to apply to list any of the series of notes on any securitiesexchange or on any automated dealer quotation system. The notes of each series will be issued in minimum denominations of $2,000 and integral multiples of $1,000 inexcess thereof. See “Risk Factors” beginning on page S-6 of this prospectus supplement and in our other filings with the Securities and Exchange Commissionincorporated by reference in this prospectus supplement and the accompanying prospectus to read about factors you should consider before making a decision toinvest in the notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We expect that delivery of the notes will be made to investors in book-entry form through the facili