公共存储公司美股招股说明书(2026-07-13版)

$400,000,000 4.700% Senior Notes due 2032$500,000,000 5.150% Senior Notes due 2036 Fully and Unconditionally Guaranteed byPublic Storage Public Storage Operating Company, a Maryland real estate investment trust (“PSOC”), is offering $400,000,000 aggregate principal amount of 4.700% Senior Notes dueFebruary 1, 2032 (the “2032 notes”) and $500,000,000 aggregate principal amount of 5.150% Senior Notes due August 15, 2036 (the“2036 notes”). We refer to the 2032 notes and the 2036notes together as the “notes.” PSOC will pay interest on the 2032 notes semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. PSOC will payinterest on the 2036 notes semi-annually in arrears on February 15 and August 15 of each year, beginning on February15, 2027. The 2032 notes will mature on February 1, 2032 and the 2036notes will mature on August 15, 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 or from time totime 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 may include the paymentof related fees and expenses, and for general corporate purposes, including to make investments in self-storage facilities (such as acquisitions of facilities or interests in entities that ownfacilities, development, and mortgage loans secured by facilities), the repayment of debt and the redemption of outstanding securities. 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 this offering is notcontingent 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 notconsummated 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 “OutsideDate” thereunder or (y)we notify the trustee in writing that we will not pursue the consummation of the NSA Acquisition, we will be required to redeem the notes then outstanding at aredemption price equal to 101% of the principal amount of the notes being redeemed plus accrued and unpaid interest, if any, to, but excluding, the NSA Special Mandatory Redemption Date(as defined in “Description of Notes—Special Mandatory Redemption”). The net proceeds from the sale of the notes in this offering will not be deposited into an escrow account pendingcompletion of the NSA Acquisition or the NSA Special Mandatory Redemption (as defined in “Description of Notes—Special Mandatory Redemption”), nor will we be required to grant anysecurity interest or other lien on the proceeds to secure 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 future unsecured andunsubordinated indebtedness. The notes will be effectively subordinated in right of payment to all of PSOC’s existing and future secured indebtedness (to the extent of the value of thecollateral securing such indebtedness). The notes will also be structurally subordinated in right of payment to all existing and future indebtedness and other liabilities, whether secured orunsecured, 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 unsecured obligation of PublicStorage and will rank equally in right of payment with any of Public Storage’s existing and future unsecured and unsubordinated indebtedness and guarantees. Public Storage does notcurrently have any direct indebtedness but guarantees certain other PSOC indebtedness. Public Storage does not have any significant operations or material assets other than its indirectownership 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 securities exchange or onany automated dealer quotation system. The notes of each series will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. See “Risk Factors” beginning on page S-6 of this prospectus supplement and in our other filings with the Securities and Exchange Commission incorporated byreference in this prospectus supplement and the accompanying prospectus to read about factors you should consider before making a decision to invest in the notes. Neither the Securities and Exchange Commission nor any state securities commission has approved